Common use of Potential Conflicts Clause in Contracts

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUST. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions Board of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts Trustees of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The MANAGERS TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially (the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board "Boards") will monitor TRUST and MANAGERS TRUST, respectively, (collectively the "Funds"), for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of all separate accounts and with participants of Qualified Plans Participating Insurance Company Separate Accounts investing in TRUSTthe Funds. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (a) an action by any state insurance regulatory authorityauthority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST the Funds are being managed; (e) a difference in voting instructions given by Variable Contract ownersvariable 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 owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsowners. 5.3 5.2 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the BoardBoards. LIFE COMPANY will be responsible for assisting the each appropriate Board in carrying out its duties responsibilities under the Conditions set forth in this regard the notice issued by the SEC for the Funds on April 12, 1995 (the "Notice") (Investment Company Act Release No. 21003), which LIFE COMPANY has reviewed, by providing the each appropriate Board with all information reasonably necessary for the Board it to consider any issues raised. The This responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the each appropriate Board whenever it has determined to disregard Variable Contract owner voting instructionsinstructions are disregarded by LIFE COMPANY. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 5.3 If a majority of the Board of a Fund or a majority of its disinterested Trusteestrustees or directors, determines that a material irreconcilable conflict exists exists, affecting the LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trusteestrustees or directors), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; : (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST the Funds or any Portfolio series thereof and reinvesting those assets in a different investment medium, which may include another Portfolio series of TRUST or MANAGERS 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 and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity or variable life insurance Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (cb) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUSTthe relevant Fund, to withdraw the its Separate Account's investment in TRUSTsuch Fund, 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 5.45.3, a majority of the disinterested members of the applicable Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST the relevant Fund or ADVISER N&B MANAGEMENT (or any other investment adviser of TRUSTthe Funds) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 5.3 to establish a new funding medium for any Variable Contracts [Contract 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.] 5.5 The 5.4 Any Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 5.5 No less than annually, LIFE COMPANY shall from time to time submit to the Board Boards such reports, materials or data as the Board such Boards may reasonably request so that the Board Boards may fully carry out its the obligations under this Article V.imposed upon them by these Conditions. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the applicable Boards.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions Board of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts Trustees of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The MANAGERS TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially (the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board "Boards") will monitor TRUST and MANAGERS TRUST, respectively, (collectively the "Funds"), for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of all separate accounts and with participants of Qualified Plans Participating Insurance Company Separate Accounts investing in TRUSTthe Funds. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (a) an action by any state insurance regulatory authorityauthority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST the Funds are being managed; (e) a difference in voting instructions given by Variable Contract ownersvariable 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 owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsowners. 5.3 5.2 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the BoardBoards. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the provide each appropriate Board with all information reasonably necessary for the Board it to consider any issues raised. The responsibility includes, but is not limited to, an obligation raised in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Funds on April 12, 1995 (the "Notice") (Investment Company Act Release No. 21003), which LIFE COMPANY to has reviewed. LIFE COMPANY will inform the each appropriate Board whenever it has determined to disregard Variable Contract owner voting instructionsinstructions are disregarded by LIFE COMPANY. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 5.3 If a majority of the Board of a Fund or a majority of its disinterested Trusteestrustees or directors, determines that a material irreconcilable conflict exists exists, affecting the LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trusteestrustees or directors), will take any steps necessary to remedy or eliminate the material irreconcilable material conflict, up to conflict consistent with the terms and including; (a) withdrawing conditions set forth in the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate accountNotice. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUSTthe relevant Fund, to withdraw the its Separate Account's investment in TRUSTsuch Fund, 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 5.45.3, a majority of the disinterested members of the applicable Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST the relevant Fund or ADVISER N&B MANAGEMENT (or any other investment adviser of TRUSTthe Funds) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section . 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Any Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 5.5 No less than annually, LIFE COMPANY shall from time to time submit to the Board Boards such reports, materials or data as the Board such Boards may reasonably request so that the Board Boards may fully carry out its the obligations under this Article V.imposed upon them by these Conditions. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the applicable Boards, provided that such request shall not be unreasonable.

Potential Conflicts. 5.1 The If and during the time that the Trust engages in activities that require a Mixed and Shared Funding Exemptive Order, the parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to shall comply with the conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.VII. 5.2 7.1 The Board will monitor TRUST the Trust for the existence of any material irreconcilable conflict (1) between the interests of Variable Contract owners of all separate accounts variable annuity contracts and with participants variable life insurance policies, and (2) between the interests of Qualified Plans investing owners of Contracts issued by different participating life insurance companies that invest in TRUSTthe Trust. A. The Board shall promptly inform Hartford if it determines that a material irreconcilable conflict exists and the implications thereof. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling ruling, no-action or interpretive 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 TRUST any Fund are being managed; (e) a difference in voting instructions given by Variable variable annuity and variable life insurance Contract owners; or (f) disregard of a decision by a Participating Insurance Company to disregard the Contract owner's voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsinstructions. 5.3 LIFE COMPANY 7.2 Hartford will report any potential or existing conflicts material irreconcilable conflict of which it becomes is aware to the Board. LIFE COMPANY This includes, but is not limited to, an obligation by Hartford to inform the Board whenever Contract owner voting instructions are disregarded. Hartford will be responsible for assisting the Board in carrying out its duties responsibilities under any Mixed and Shared Funding Exemptive Order, or, if the Trust is engaged in this regard mixed funding or shared funding in reliance on Rule 6e-2, 6e-3(T), or any other regulation under the 1940 Act, Hartford will be responsible for assisting the Board in carrying out its responsibilities under such regulation, by providing the Board with access to all information reasonably necessary for the Board to consider any issues raised. The Hartford shall carry out its responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out under this Article 7.2 with a view only to the interests of the Variable Contract owners. 5.4 7.3 If it is determined by a majority of the Board Trust's Board, or a majority of its disinterested Independent Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANYdue to issues relating to the Contracts, LIFE COMPANYHartford will, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees)practicable, will take any whatever steps it can which are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all , without limitation, withdrawal of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no the Funds. 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time 7.4 Hartford and the Adviser, at least annually, will submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its the obligations under this Article V.imposed upon them. All reports received by the Board of potential or existing conflicts, and all Board action with regard to determining the existence of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the minutes of the Board or other appropriate records, and such minutes or other records shall be made available to the SEC upon request.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions Board of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts Trustees of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The MANAGERS TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially (the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board "Boards") will monitor TRUST and MANAGERS TRUST, respectively, (collectively the "Funds"), for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of all separate accounts and with participants of Qualified Plans Participating Insurance Company Separate Accounts investing in TRUSTthe Funds. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (a) an action by any state insurance regulatory authorityauthority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST the Funds. are being managed; (e) a difference in voting instructions given by Variable Contract ownersvariable 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 owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsowners. 5.3 5.2 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the BoardBoards. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the provide each appropriate Board with all information reasonably necessary for the Board it to consider any issues raised. The responsibility includes, but is not limited to, an obligation raised in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Funds on April 12, 1995 (the "Notice") (Investment Company Act Release No. 21003), which LIFE COMPANY to has reviewed. LIFE COMPANY will inform the each appropriate Board whenever it has determined to disregard Variable Contract owner voting instructionsinstructions are disregarded by LIFE COMPANY. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 5.3 If a majority of the Board of a Fund or a majority of its disinterested Trusteestrustees or directors, determines that a material irreconcilable conflict exists exists, affecting the LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trusteestrustees or directors), will take any steps necessary to remedy or eliminate the material irreconcilable material conflict, up to conflict consistent with the terms and including; (a) withdrawing conditions set forth in the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate accountNotice. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUSTthe relevant Fund, to withdraw the its Separate Account's investment in TRUSTsuch Fund, 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 5.45.3, a majority of the disinterested members of the applicable Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST the relevant Fund or ADVISER N&B MANAGEMENT (or any other investment adviser of TRUSTthe Funds) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section . 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Any Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 5.5 No less than annually, LIFE COMPANY shall from time to time submit to the Board Boards such reports, materials or data as the Board such Boards may reasonably request so that the Board Boards may fully carry out its the obligations under this Article V.imposed upon them by these Conditions. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the applicable Boards, provided that such request shall not be unreasonable.

Potential Conflicts. 5.1 7.1. The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions trustees of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board Trust will monitor TRUST the Trust for the existence of any material irreconcilable conflict between the interests of Variable the variable Contract owners of all separate accounts investing in the Trust and with the participants of all Qualified Plans investing in TRUSTthe Trust. An irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling ruling, no-action or interpretive 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 TRUST any Fund are being managed; (e) a difference in voting instructions given by Variable Contract variable annuity contract and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners variable contract owners. The trustees of the Trust shall promptly inform the Insurance Company if they determine that an irreconcilable material conflict exists and (g) if applicable, a decision by a Qualified Plan the implications thereof. The trustees of the Trust shall have sole authority to disregard determine whether an irreconcilable material conflict exists and their determination shall be binding upon the voting instructions of plan participantsInsurance Company. 5.3 LIFE COMPANY 7.2. The Insurance Company and BBOI Worldwide each will report promptly any potential or existing conflicts of which it becomes is aware to the Boardtrustees of the Trust. LIFE COMPANY The Insurance Company and BBOI Worldwide each will be responsible for assisting assist the Board trustees of the Trust in carrying out its duties in this regard their responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board trustees of the Trust with all information reasonably necessary for the Board them to consider any issues raised. The responsibility This includes, but is not limited to, an obligation by the LIFE COMPANY Insurance Company to inform the Board trustees of the Trust whenever it has determined to disregard Variable Contract owner voting instructionsinstructions are to be disregarded. These responsibilities of LIFE COMPANY 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. 5.4 7.3. If it is determined by a majority of the Board trustees of the Trust, or a majority of the trustees who are not interested persons of the Trust, any of its disinterested Funds, or BBOI Worldwide (the "Independent Trustees"), determines that a material irreconcilable conflict exists affecting LIFE COMPANYexists, LIFE COMPANYthe Insurance 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 Board's disinterested Independent Trustees), will take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including; : (a1) withdrawing the assets allocable to some or all of the Separate Accounts separate accounts from TRUST the Trust or any Portfolio thereof Fund and reinvesting those assets in a different investment medium, which may include including (but not limited to) another Portfolio Fund of TRUSTthe 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 and, as appropriate, segregating the assets of any appropriate group (i.e.e.g., variable annuity contract owners, life insurance contract owners, or variable life insurance Contract contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract variable contract owners the option of making such a change; and (c2) establishing a new registered management investment company (or series thereof) 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 LIFE COMPANY's a decision by the Insurance Company to disregard Variable Contract owner voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY the Insurance Company may be required, at the election of TRUSTTrust's election, to withdraw the Separate affected Account's investment in TRUSTthe Trust 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 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, 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 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 termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Independent 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 Section 5.4Agreement, a majority of the disinterested members of the Board Independent Trustees shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) the Trust be required to establish a new funding medium for any Variable Contractthe Contracts. Further, LIFE COMPANY The Insurance Company shall not be required by this Section 5.4 7.3 to establish a new funding medium for any Variable the Contracts [if any an 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.] 5.5 The Board's determination . In the event that the trustees of the existence of an Trust determine that any proposed action does not adequately remedy any irreconcilable material conflict conflict, then the Insurance Company will withdraw the Account's investment in the Trust and its implications 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 made known promptly and in writing limited to LIFE COMPANYthe extent required by the material irreconcilable conflict, as determined by a majority of the Independent Trustees. 5.6 LIFE COMPANY shall from time to time submit 7.7. If and to the Board 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 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 Trust and/or the Participating Insurance Companies, as appropriate, shall take such reportssteps as may be necessary to comply with Rules 6e-2 and 6e-3(T), materials as amended, and Rule 6e-3, as adopted, to the extent those rules are applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to those Sections are contained in the Rule(s) as so amended or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.adopted.

Potential Conflicts. 5.1 The (a) During such time as the Investment Company engages in Mixed Funding or Shared Funding, the parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to hereto shall comply with the conditions and undertakings substantially as provided in this Article V. Section 4. (b) The TRUST will not enter into a participation agreement with any other Participating Insurance Investment Company’s Board ofTrustees shall monitor the Investment Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict (i) between the interests of Variable Contract owners of all separate accounts variable annuity contracts and with participants variable life insurance policies, and (ii) between the interests of Qualified Plans investing owners of variable annuity contracts and variable life insurance policies issued by different Participating Life Insurance Companies that invest in TRUSTthe Investment Company. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (aA) an action by any state insurance regulatory authority; (bB) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling ruling, no-action or interpretive letter, or any similar action by insurance, tax tax, or securities regulatory authorities: ; (cC) an administrative or judicial decision in any relevant proceeding; (dD) the manner in which the investments of TRUST any Fund of the Investment Company are being managed; (eE) a difference in voting instructions given by Variable Contract variable annuity and variable life insurance contract owners; or (fF) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners of variable annuity contracts and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsvariable life insurance policies. 5.3 LIFE COMPANY will (c) The Insurer agrees that it shall report any potential or existing conflicts of which it becomes is aware to the BoardInvestment Company’s Board of Trustees. LIFE COMPANY The Insurer will be responsible for assisting the Board of Trustees of the Investment Company in carrying out its duties responsibilities under the Mixed and Shared Funding Exemptive Order, or, if the Investment Company is engaged in this regard Mixed Funding or Shared Funding in reliance on Rule 6e-2, 6e-3(T), or any other regulation under the 1940 Act, the Insurer will be responsible for assisting the Board of Trustees of the Investment Company in carrying out its responsibilities under such regulation, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility This includes, but is not limited to, an obligation by the LIFE COMPANY Insurer to inform the Board whenever it has determined to disregard Variable Contract owner Owner voting instructionsinstructions are disregarded. These responsibilities of LIFE COMPANY will be carried The Insurer shall carry out its responsibility under this Section 4(c) with a view only to the interests of the Variable Contract ownersOwners. 5.4 If (d) The Insurer agrees that in the event that it is determined by a majority of the Board of Trustees of the Investment Company or a majority of its the Investment Company’s disinterested Trustees, determines Trustees that a material irreconcilable conflict exists affecting LIFE COMPANYexists, LIFE COMPANYthe Insurer shall, at its expense and to the extent reasonably practicable (as determined by a majority ofthe disinterested Trustees ofthe Board of the Board's disinterested TrusteesInvestment Company), will take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including; : (ai) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST the Investment Company or any Portfolio thereof Fund and reinvesting those such assets in a different investment medium, which may include including another Portfolio of TRUSTportfolio ofthe Investment Company, 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 Owners and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners or variable life insurance Contract contract owners of contracts issued by one or more Participating Insurance Companies) ), that votes in favor of such segregation, or offering to the affected Variable Contract owners Owners the option of making such a change; and (cii) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.If

Potential Conflicts. 5.1 6.1 The parties acknowledge that TRUST 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 TRUST shares the Fund Shares to be sold to and held by Variable Contract variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The terms of such exemptive order (the "Mixed and Shared Funding Exemptive Order requires TRUST Order"), require the Fund and each Participating Insurance Company and Plan to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with Article. In the event of any other Participating Insurance Company unless it imposes substantially inconsistencies between the same terms of the Mixed and Shared Funding Exemptive Order and those provided for in this Article, the conditions and undertakings as are imposed on LIFE COMPANY by the Mixed and Shared Funding Exemptive Order shall govern this Article V.Agreement. 5.2 6.2 The Fund's Board will monitor TRUST the Fund for the existence of any material irreconcilable conflict between and among the interests of the Variable Contract owners of all separate accounts Participating Companies and with participants of Qualified Plan Participants and Plans investing in TRUSTthe Fund, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST the Fund are being managed; (e) a difference in voting instructions given by Variable Contract variable annuity and variable life insurance contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY 6.3 The Company will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY The Company will be responsible for assisting obligated to assist the Board in carrying out its duties in this regard and responsibilities under the Mixed and Shared Funding Exemptive Order by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY Company to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 6.4 If a majority of the Board Board, or a majority of its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists affecting LIFE COMPANYwith regard to contract owner investments in the Fund, LIFE COMPANYthe Board shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board determines that the Company is a relevant Participating Company or Plan with respect to said conflict, the Company shall at its expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Board's disinterested TrusteesBoard members), will take any steps such action as is necessary to remedy or eliminate the irreconcilable material conflict, up to and including; . Such necessary action may include but shall not be limited to: (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST the Fund or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of TRUSTthe 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 as appropriate, segregating the assets of any appropriate group (i.e., variable annuity or variable life insurance Contract contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANYthe Company's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY the Company may be required, at the election of TRUST, the Fund to withdraw the Separate Account's investment in TRUSTthe Fund, 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 5.4Article, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will TRUST the Fund or ADVISER its investment adviser (or any other investment adviser of TRUSTthe Fund) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY the Company shall not be required by this Section 5.4 Article to establish a new funding medium for any Variable 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.] 5.5 6.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANYthe Company. 5.6 LIFE COMPANY 6.6 No less than annually, the Company shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the 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 V.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. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '‘40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.hereby. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUST. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's ’s disinterested Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of 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, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's ’s investment in 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's ’s determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 No less than annually, LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to 6.1 To the extent necessary to permit TRUST shares to be sold to and held required by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The the Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially or by applicable law, the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board will monitor TRUST the Trust for the existence of any material irreconcilable conflict between or among the interests of Variable Contract variable contract owners of all whose contract values are invested through separate accounts and with accounts, participants of in Qualified Plans and Other Purchasers investing in TRUSTthe Trust and will determine what action, if any, should be taken in response to any such conflict. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST any Fund are being managed; (e) a difference in voting instructions given by Variable Contract variable annuity contract owners, variable life insurance contract owners and, where applicable, participants in Qualified Plans; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and variable contract owners; or (g) if applicable, a decision by a Qualified Plan Plan, where applicable, to disregard participant voting instructions. The Trust will promptly inform the voting instructions Companies if it determines that a material irreconcilable conflict exists and of plan participantsthe implications thereof. 5.3 LIFE COMPANY 6.2 Each of the Companies, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, will report to the Board any potential or existing conflicts conflict as described in Section 6.1 of which it is or becomes aware to the Boardaware. LIFE COMPANY Each Company will be responsible for assisting assist the Board in carrying out its duties in this regard responsibilities under the Exemptive Order and under applicable law by providing the Board with all information reasonably necessary for the Board to consider any issues raisedraised with respect to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The responsibility includes, but is not limited to, an obligation by Each of the LIFE COMPANY to Companies will inform the Board whenever it has determined determines to disregard Variable Contract owner voting instructions. These responsibilities , and each of LIFE COMPANY the Companies will be carried carry out its responsibility under this Article 6 with a view only to the interests of the Variable its Contract owners. 5.4 6.3 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as it is determined by a majority of the Board's , or a majority of the disinterested Trustees), will that a material irreconcilable conflict exists with respect to any Fund, each of the Companies, as applicable, shall, at its own expense, take any whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including; which steps could include: (a1) withdrawing the assets allocable to some or all of the Separate its Accounts from TRUST or any Portfolio thereof the Fund and reinvesting those such assets in a different investment medium, which may include including (but not limited to) another Portfolio of TRUSTFund, 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 and and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners or variable life insurance Contract owners of one or more Participating Insurance Companiescontract owners) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c2) establishing a new registered management investment company (or series thereof) or managed separate account. In the event that the Board determines that any proposed action by a Company does not adequately remedy any material irreconcilable conflict, that Company will withdraw the affected Account's investment in the Trust or a Fund within six months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal will be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested Trustees. 6.4 If a material irreconcilable conflict arises because of LIFE COMPANY's a decision by a Company to disregard Variable Contract owner voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY the Company may be required, at the election of TRUSTTrust's election, to withdraw the Separate relevant Account's investment in TRUSTthe Trust or a Fund, and no as applicable, provided, however, that any such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result of any 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. . 6.5 For the purposes of Sections 6.3 through 6.4 of this Section 5.4Agreement, a majority of the disinterested members Trustees who are not "interested persons" (as defined in Section 2(a)(19) of the Board shall 0000 Xxx) of the Trust will determine whether or not any proposed action adequately remedies any material irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) the Trust be required to establish a new funding medium for any Variable Contractthe Contracts. Further, LIFE COMPANY Nor shall not a Company be required by this Section 5.4 6.3 to establish a any new funding medium for any Variable the Contracts [if any an offer to do so has been declined by a vote of a majority of Variable Contract owners materially and adversely affected by the material irreconcilable material conflict.] 5.5 The Board's determination 6.6 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the existence Act or the rules promulgated thereunder with respect to "mixed or shared funding" (as understood for purposes of an irreconcilable material conflict the Exemptive Order) on terms and its implications conditions materially different from those contained in the Exemptive Order, then (a) the Trust and/or the Companies as well as the other 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 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall be made known promptly continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in writing to LIFE COMPANYsuch Rule(s) as so amended or adopted. 5.6 LIFE COMPANY shall from time 6.7 The Trust hereby notifies the Companies that it may be appropriate to time submit to include in prospectuses for the Board such reports, materials or data Contracts disclosure regarding potential conflicts as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.described in Section 6.1 hereof.

Potential Conflicts. 5.1 7.1 The parties acknowledge that TRUST 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 TRUST shares the Fund Shares to be sold to and held by Variable Contract variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST terms of such exemptive order (the "MIXED AND SHARED FUNDING EXEMPTIVE ORDER"); require the Fund and each Participating Insurance Company and Plan to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with Article. In the event of any other Participating Insurance Company unless it imposes substantially inconsistencies between the same terms of the Mixed and Shared Funding Exemptive Order and those provided for in this Article, the conditions and undertakings as are imposed on LIFE COMPANY by the Mixed and Shared Funding Exemptive Order shall govern this Article V.Agreement. 5.2 7.2 The Fund's Board will monitor TRUST the Fund for the existence of any material irreconcilable conflict between and among the interests of Variable Contract owners the Owners of all separate accounts Participating Companies and with participants of Qualified Plan Participants and Plans investing in TRUSTthe Fund, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST the Fund are being managed; (e) a difference in voting instructions given by Variable Contract ownersvariable annuity and variable life insurance contract Owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners Owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY 7.3 The Company will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY The Company will be responsible for assisting obligated to assist the Board in carrying out its duties in this regard and responsibilities under the Mixed and Shared Funding Exemptive Order by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY Company to inform the Board whenever it has determined to disregard Variable Contract owner Owners voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 7.4 If a majority of the Board Board, or a majority of its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists affecting LIFE COMPANYwith regard to contract Owner investments in the Fund, LIFE COMPANYthe Board shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board determines that the Company is a relevant Participating Company or Plan with respect to said conflict, the Company shall at its expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Board's disinterested TrusteesBoard members), will take any steps such action as is necessary to remedy or eliminate the irreconcilable material conflict, up to and including; . Such necessary action may include but shall not be limited to: (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST the Fund or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of TRUSTthe 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 Owners and as appropriate, segregating the assets of any appropriate group (i.e., variable annuity or variable life insurance Contract owners contract Owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners Owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANYthe Company's decision to disregard Variable Contract owner Owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY the Company may be required, at the election of TRUST, the Fund to withdraw the Separate Account's investment in TRUSTthe Fund, 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 ownersOwners. For the purposes of this Section 5.4Article, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will TRUST the Fund or ADVISER its investment adviser (or any other investment adviser of TRUSTthe Fund) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY the Company shall not be required by this Section 5.4 Article to establish a new funding medium for any Variable Contracts [if any offer to do so has been declined by a vote of a majority of Variable Contract owners Owners materially and adversely affected by the irreconcilable material conflict.] 5.5 7.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANYthe Company. 5.6 LIFE COMPANY 7.6 No less than annually, the Company shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board. 7.7 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 V.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. 7.8 The Company acknowledges it has been advised by the Fund that it may be appropriate for the Company to disclose the potential risks of mixed and shared funding in prospectuses or other applicable disclosure documents.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions Board of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts Trustees of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The MANAGERS TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially (the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board "Boards") will monitor TRUST and MANAGERS TRUST, respectively, (collectively the "Funds"), for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of all separate accounts and with participants of Qualified Plans Participating Insurance Company Separate Accounts investing in TRUSTthe Funds. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (a) an action by any state insurance regulatory authorityauthority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST the Funds are being managed; (e) a difference in voting instructions given by Variable Contract ownersvariable 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 owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsowners. 5.3 5.2 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the BoardBoards. LIFE COMPANY will be responsible for assisting the each appropriate Board in carrying out its duties responsibilities under the Conditions set forth in this regard the notice issued by the SEC for the Funds on April 12, 1995 (the "Notice") (Investment Company Act Release No. 21003), which LIFE COMPANY has reviewed, by providing the each appropriate Board with all information reasonably necessary for the Board it to consider any issues raised. The This responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the each appropriate Board whenever it has determined to disregard Variable Contract owner voting instructionsinstructions are disregarded by LIFE COMPANY. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 5.3 If a majority of the Board of a Fund or a majority of its disinterested Trusteestrustees or directors, determines that a material irreconcilable conflict exists exists, affecting the LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trusteestrustees or directors), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; : (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST the Funds or any Portfolio series thereof and reinvesting those assets in a different investment medium, which may include another Portfolio series of TRUST or MANAGERS 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 and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity or variable life insurance Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (cb) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUSTthe relevant Fund, to withdraw the its Separate Account's investment in TRUSTsuch Fund, 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 5.45.3, a majority of the disinterested members of the applicable Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST the relevant Fund or ADVISER N&B MANAGEMENT (or any other investment adviser of TRUSTthe Funds) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 5.3 to establish a new funding medium for any Variable Contracts [Contract 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.] 5.5 The 5.4 Any Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 5.5 No less than annually, LIFE COMPANY shall from time to time submit to the Board Boards such reports, materials or data as the Board such Boards may reasonably request so that the Board Boards may fully carry out its the obligations under this Article V.imposed upon them by these Conditions. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the applicable Boards.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.hereby. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUST. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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., i.e. variable annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions Board of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts Trustees of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The MANAGERS TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially (the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board "Boards") will monitor TRUST and MANAGERS TRUST, respectively, (collectively the "Funds"), for the existence of any any. material irreconcilable conflict between the interests of the Variable Contract owners of all separate accounts and with participants of Qualified Plans Participating Insurance Company Separate Accounts investing in TRUSTthe Funds. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (a) an action by any state insurance regulatory authorityauthority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST the Funds are being managed; (e) a difference in voting instructions given by Variable Contract ownersvariable 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 owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsowners. 5.3 5.2 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the BoardBoards. LIFE COMPANY will be responsible for assisting the each appropriate Board in carrying out its duties responsibilities under the Conditions set forth in this regard the notice issued by the SEC for the Funds on April 12, 1995 (the "Notice") (Investment Company Act Release No. 21003), which LIFE COMPANY has reviewed, by providing the each appropriate Board with all information reasonably necessary for the Board it to consider any issues raised. The This responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the each appropriate Board whenever it has determined to disregard Variable Contract owner voting instructionsinstructions are disregarded by LIFE COMPANY. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 5.3 If a majority of the Board of a Fund or a majority of its disinterested Trusteestrustees or directors, determines that a material irreconcilable conflict exists exists, affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trusteestrustees or directors), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; : (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST the Funds or any Portfolio series thereof and reinvesting those assets in a different investment medium, which may include another Portfolio series of TRUST or MANAGERS 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 and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity or variable life insurance Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (cb) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict conflict, arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUSTthe relevant Fund, to withdraw the its Separate Account's investment in TRUSTsuch Fund, 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 5.45.3, a majority of the disinterested members of the applicable Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST the relevant Fund or ADVISER N&B MANAGEMENT (or any other investment adviser of TRUSTthe Funds) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 5.3 to establish a new funding medium for any Variable Contracts [Contract 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.] 5.5 The 5.4 Any Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 5.5 No less than annually, LIFE COMPANY shall from time to time submit to the Board Boards such reports, materials or data as the Board such Boards may reasonably request so that the Board Boards may fully carry out its the obligations under this Article V.imposed upon them by these Conditions. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the applicable Boards.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received FUND intends to file an application with the SEC to request an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST FUND shares to be sold to and held by Variable Contract variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The It is anticipated that the Exemptive Order requires TRUST Order, when and if issued, shall require FUND and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. If the Exemptive Order imposes conditions materially different from those provided for in this Section 5, the conditions and undertakings imposed by the Exemptive Order shall govern this Agreement and the parties hereto agree to amend this Agreement consistent with the Exemptive Order. The TRUST FUND will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE the COMPANY by this Article V.hereby. 5.2 The Board will monitor TRUST FUND for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUSTFUND. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST FUND are being managed; (e) a difference in voting instructions given by Variable Contract variable annuity and variable life insurance contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE The COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE The COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE the COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trusteesmembers, determines that a material irreconcilable conflict exists exists, affecting LIFE the COMPANY, LIFE the COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trusteesmembers), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST FUND or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of TRUSTFUND, 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 annuity or variable life insurance Contract cContract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE the COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE the COMPANY may be required, at the election of TRUST, FUND to withdraw the Separate Account's investment in 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 Section 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will TRUST FUND or ADVISER (or any other investment adviser of TRUSTFUND) be required to establish a new funding medium for any Variable Contract. Further, LIFE the COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE the COMPANY. 5.6 LIFE No less frequently than annually, the COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board. 5.7 If and to the extent Rule 6e-2 and Rule 6e-3(T) are amended, or if Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 40 Act or the rules thereunder with respect to mixed and shared funding on terms and conditions materially different from any exemptions granted in the Exemptive Order, then FUND, and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and Rule 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such Rules are applicable.

Potential Conflicts. 5.1 (a) The parties acknowledge that TRUST Company has received a copy of an order from application for exemptive relief, as amended, filed by the Manager on December 21, 1987, with the SEC granting and the order issued by the SEC in response thereto (the "Shared Funding Exemptive Order"). The Company has reviewed the conditions to the requested relief from various provisions set forth in such application for exemptive relief. As set forth in such application, the Board of Directors of the '40 Act and Funds (the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board "Board") will monitor TRUST the Funds for the existence of any material irreconcilable conflict between the interests of Variable Contract the contract owners of all separate accounts and with participants of Qualified Plans investing in TRUSTthe Funds. An irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (ai) an action by any state insurance regulatory authority; (bii) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling ruling, no-action or interpretative letter, or any similar action actions 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 TRUST any portfolio are being managed; (ev) a difference in voting instructions given by Variable Contract variable annuity contract owners and variable life insurance contract owners; or (fvi) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract owners contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsimplications thereof. 5.3 LIFE COMPANY (b) The Company will report any potential or existing conflicts of which it becomes is aware to the Board. LIFE COMPANY The Company will be responsible for assisting assist the Board in carrying out its duties in this regard responsibilities under the Shared Funding Exemptive Order by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility This includes, but is not limited to, an obligation by the LIFE COMPANY Company to inform the Board whenever it has determined to disregard Variable Contract contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract ownersinstructions are disregarded. 5.4 (c) If a majority of the Board Board, or a majority of its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists affecting LIFE COMPANYwith regard to contact owner investments in the Funds, LIFE COMPANYthe Board shall give prompt notice to all Participating Companies. If the Board determines that the Company is responsible for causing or creating said conflict, the Company shall at its expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Board's disinterested TrusteesBoard members), will take any steps such action as is necessary to remedy or eliminate the irreconcilable material conflict, up to and including; . Such necessary action may include but shall not be limited to: (ai) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof the Funds and reinvesting those such assets in a different investment medium, which may include another Portfolio of TRUST, medium 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 contract owners and as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners, life insurance contract owners, or variable life insurance Contract contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract contract owners the option of making such a change; and and/or (cii) establishing a new registered management investment company (or series thereof) or managed separate account. . (d) If a material irreconcilable conflict arises because as a result of LIFE COMPANY's a decision by the Company to disregard Variable Contract its contract owner voting instructions, instructions and that said decision represents a minority position or would preclude a majority votevote by all of its contract owners having an interest in the Funds, LIFE COMPANY the Company at its sole cost, may be required, at the election of TRUSTBoard's election, to withdraw the Separate Account's Accounts' investment in TRUSTthe Funds and terminate this Agreement; 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 of extent required by the Variable Contract owners. For the purposes of this Section 5.4, foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. (e) For the purpose of this SECTION 11, a majority of the disinterested Board members shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) the Funds be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY The Company shall not be required by this Section 5.4 11 to establish a new funding medium for any Variable Contracts [Contract if any an offer to do so has been declined by a vote of a majority of Variable the Contract owners materially and adversely affected by the irreconcilable material conflict.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.

Potential Conflicts. 5.1 The (a) During such time as the Investment Company engages in Mixed Funding or Shared Funding, the parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to hereto shall comply with the conditions and undertakings substantially as provided in this Article V. Section 4. (b) The TRUST will not enter into a participation agreement with any other Participating Insurance Investment Company’s Board of Trustees shall monitor the Investment Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict (i) between the interests of Variable Contract owners of all separate accounts variable annuity contracts and with participants variable life insurance policies, and (ii) between the interests of Qualified Plans investing owners of variable annuity contracts and variable life insurance policies issued by different Participating Life Insurance Companies that invest in TRUSTthe Investment Company. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (aA) an action by any state insurance regulatory authority; (bB) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling ruling, no-action or interpretive letter, or any similar action by insurance, tax tax, or securities regulatory authorities: ; (cC) an administrative or judicial decision in any relevant proceeding; (dD) the manner in which the investments of TRUST any Fund of the Investment Company are being managed; (eE) a difference in voting instructions given by Variable Contract variable annuity and variable life insurance contract owners; or (fF) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners of variable annuity contracts and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsvariable life insurance policies. 5.3 LIFE COMPANY will (c) The Insurer agrees that it shall report any potential or existing conflicts of which it becomes is aware to the BoardInvestment Company’s Board of Trustees. LIFE COMPANY The Insurer will be responsible for assisting the Board of Trustees of the Investment Company in carrying out its duties responsibilities under the Mixed and Shared Funding Exemptive Order, or, if the Investment Company is engaged in this regard Mixed Funding or Shared Funding in reliance on Rule 6e-2, 6e-3(T), or any other regulation under the 1940 Act, the Insurer will be responsible for assisting the Board of Trustees of the Investment Company in carrying out its responsibilities under such regulation, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility This includes, but is not limited to, an obligation by the LIFE COMPANY Insurer to inform the Board whenever it has determined to disregard Variable Contract owner Owner voting instructionsinstructions are disregarded. These responsibilities of LIFE COMPANY will be carried The Insurer shall carry out its responsibility under this Section 4(c) with a view only to the interests of the Variable Contract ownersOwners. 5.4 If (d) The Insurer agrees that in the event that it is determined by a majority of the Board of Trustees of the Investment Company or a majority of its the Investment Company’s disinterested Trustees, determines Trustees that a material irreconcilable conflict exists affecting LIFE COMPANYexists, LIFE COMPANYthe Insurer shall, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested TrusteesTrustees of the Board of the Investment Company), will take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including; : (ai) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST the Investment Company or any Portfolio thereof Fund and reinvesting those such assets in a different investment medium, which may include including another Portfolio portfolio of TRUSTthe Investment Company, 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 Owners and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners or variable life insurance Contract contract owners of contracts issued by one or more Participating Insurance Companies) ), that votes in favor of such segregation, or offering to the affected Variable Contract owners Owners the option of making such a change; and (cii) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.If

Potential Conflicts. 5.1 6.1 The parties acknowledge that TRUST 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 TRUST shares the Fund Shares to be sold to and held by Variable Contract variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The terms of such exemptive order (the "Mixed and Shared Funding Exemptive Order requires TRUST Order") require the Fund and each Participating Insurance Company and Plan to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with Article. In the event of any other Participating Insurance Company unless it imposes substantially inconsistencies between the same terms of the Mixed and Shared Funding Exemptive Order and those provided for in this Article, the conditions and undertakings as are imposed on LIFE COMPANY by the Mixed and Shared Funding Exemptive Order shall govern this Article V.Agreement. 5.2 6.2 The Fund's Board will monitor TRUST the Fund for the existence of any material irreconcilable conflict between and among the interests of the Variable Contract owners of all separate accounts Participating Companies and with participants of Qualified Plan Participants and Plans investing in TRUSTthe Fund, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST the Fund are being managed; (e) a difference in voting instructions given by Variable Contract variable annuity and variable life insurance contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY 6.3 The Company will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY The Company will be responsible for assisting obligated to assist the Board in carrying out its duties in this regard and responsibilities under the Mixed and Shared Funding Exemptive Order by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY Company to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 6.4 If a majority of the Board Board, or a majority of its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists affecting LIFE COMPANYwith regard to contract owner investments in the Fund, LIFE COMPANYthe Board shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board determines that the Company is a relevant Participating Company or Plan with respect to said conflict, the Company shall at its expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Board's disinterested TrusteesBoard members), will take any steps such action as is necessary to remedy or eliminate the irreconcilable material conflict, up to and including; . Such necessary action may include but shall not be limited to: (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST the Fund or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of TRUSTthe 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 as appropriate, segregating the assets of any appropriate group (i.e., variable annuity or variable life insurance Contract contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANYthe Company's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY the Company may be required, at the election of TRUST, the Fund to withdraw the Separate Account's investment in TRUSTthe Fund, 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 5.4Article, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will TRUST the Fund or ADVISER its investment adviser (or any other investment adviser of TRUSTthe Fund) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY the Company shall not be required by this Section 5.4 Article to establish a new funding medium for any Variable 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.] 5.5 6.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANYthe Company. 5.6 LIFE COMPANY 6.6 No less than annually, the Company shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the 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 V.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. 5.1 (a) The parties acknowledge that TRUST Company has received a copy of an order from application for exemptive relief, as amended, filed by the Manager on December 21, 1987, with the SEC granting and the order issued by the SEC in response thereto (the "Shared Funding Exemptive Order"). The Company has reviewed the conditions to the requested relief from various provisions set forth in such application for exemptive relief. As set forth in such application, the Board of Directors of the '40 Act and Funds (the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board "Board") will monitor TRUST the Funds for the existence of any material irreconcilable conflict between the interests of Variable Contract the contract owners of all separate accounts and with participants of Qualified Plans investing in TRUSTthe Funds. An irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (ai) an action by any state insurance regulatory authority; (bii) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling ruling, no-action or interpretative letter, or any similar action actions 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 TRUST any portfolio are being managed; (ev) a difference in voting instructions given by Variable Contract variable annuity contract owners and variable life insurance contract owners; or (fvi) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract owners contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsimplications thereof. 5.3 LIFE COMPANY (b) The Company will report any potential or existing conflicts of which it becomes is aware to the Board. LIFE COMPANY The Company will be responsible for assisting assist the Board in carrying out its duties in this regard responsibilities under the Shared Funding Exemptive Order by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility This includes, but is not limited to, an obligation by the LIFE COMPANY Company to inform infonn the Board whenever it has determined to disregard Variable Contract contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract ownersinstructions are disregarded. 5.4 (c) If a majority of the Board Board, or a majority of its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists affecting LIFE COMPANYwith regard to contract owner investments in the Funds, LIFE COMPANYthe Board shall give prompt notice to all Participating Companies. If the Board determines that the Company is responsible for causing or creating said conflict, the Company shall at its expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Board's disinterested TrusteesBoard members), will take any steps such action as is necessary to remedy or eliminate the irreconcilable material conflict, up to and including; . Such necessary action may include but shall not be limited to: (ai) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof the Funds and reinvesting those such assets in a different investment medium, which may include another Portfolio of TRUST, medium 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 contract owners and as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners, life insurance contract owners, or variable life insurance Contract contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract contract owners the option of making such a change; and and/or (cii) establishing a new registered management investment company (or series thereof) or managed separate account. . (d) If a material irreconcilable conflict arises because as a result of LIFE COMPANY's a decision by the Company to disregard Variable Contract its contract owner voting instructions, instructions and that said decision represents a minority position or would preclude a majority votevote by all of its contract owners having an interest in the Funds, LIFE COMPANY the Company at its sole cost, may be required, at the election of TRUSTBoard's election, to withdraw the Separate Account's Accounts' investment in TRUSTthe Funds and terminate this Agreement; 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 of extent required by the Variable Contract owners. For the purposes of this Section 5.4, foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. (e) For the purpose of this SECTION 11, a majority of the disinterested Board members shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) the Funds be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY The Company shall not be required by this Section 5.4 SECTION 11 to establish a new funding medium for any Variable Contracts [Contract if any an offer to do so has been declined by a vote of a majority of Variable the Contract owners materially and adversely affected by the irreconcilable material conflict.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.

Potential Conflicts. 5.1 6.1 The parties acknowledge that TRUST 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 TRUST shares the Fund Shares to be sold to and held by Variable Contract variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The terms of such exemptive order (the "Mixed and Shared Funding Exemptive Order requires TRUST Order"), require the Fund and each Participating Insurance Company and Plan to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with Article. In the event of any other Participating Insurance Company unless it imposes substantially inconsistencies between the same terms of the Mixed and Shared Funding Exemptive Order and those provided for in this Article, the conditions and undertakings as are imposed on LIFE COMPANY by the Mixed and Shared Funding Exemptive Order shall govern this Article V.Agreement. 5.2 6.2 The Fund’s Board will monitor TRUST the Fund for the existence of any material irreconcilable conflict between and among the interests of the Variable Contract owners of all separate accounts Participating Companies and with participants of Qualified Plan Participants and Plans investing in TRUSTthe Fund, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST the Fund are being managed; (e) a difference in voting instructions given by Variable Contract variable annuity and variable life insurance contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY 6.3 The Company will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY The Company will be responsible for assisting obligated to assist the Board in carrying out its duties in this regard and responsibilities under the Mixed and Shared Funding Exemptive Order by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY Company to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 6.4 If a majority of the Board Board, or a majority of its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists affecting LIFE COMPANYwith regard to contract owner investments in the Fund, LIFE COMPANYthe Board shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board determines that the Company is a relevant Participating Company or Plan with respect to said conflict, the Company shall at its expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Board's disinterested TrusteesBoard members), will take any steps such action as is necessary to remedy or eliminate the irreconcilable material conflict, up to and including; . Such necessary action may include but shall not be limited to: (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST the Fund or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of TRUSTthe 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 as appropriate, segregating the assets of any appropriate group (i.e., variable annuity or variable life insurance Contract contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's the Company’s decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY the Company may be required, at the election of TRUST, the Fund to withdraw the Separate Account's ’s investment in TRUSTthe Fund, 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 5.4Article, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will TRUST the Fund or ADVISER its investment adviser (or any other investment adviser of TRUSTthe Fund) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY the Company shall not be required by this Section 5.4 Article to establish a new funding medium for any Variable 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.] 5.5 6.5 The Board's ’s determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANYthe Company. 5.6 LIFE COMPANY 6.6 No less than annually, the Company shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the 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 V.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. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.hereby. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUST. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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., i.e variable annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 No less than annually, LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board.

Potential Conflicts. 5.1 6.1 The parties acknowledge that TRUST has received Fund filed an application with the SEC requesting an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares Fund Shares to be sold to and held by Variable Contract variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The It is anticipated that such exemptive order (the "Mixed and Shared Funding Exemptive Order requires TRUST Order"), when and if issued, shall require Fund and each Participating Insurance Company and Plan to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it Article. If the Mixed and Shared Funding Exemptive Order imposes substantially conditions materially different from those provided for in this Article, the same conditions and undertakings as are imposed on LIFE COMPANY by the Mixed and Shared Funding Exemptive Order shall govern this Article V.Agreement and the parties hereto agree to amend this Agreement consistent with the Mixed and Shared Funding Exemptive Order. 5.2 6.2 The Fund's Board will monitor TRUST the Fund for the existence of any material irreconcilable conflict between and among the interests of the Variable Contract owners of all separate accounts Participating Companies and with participants of Qualified Plan Participants and Plans investing in TRUSTthe Fund, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST Fund are being managed; (e) a difference in voting instructions given by Variable Contract variable annuity and variable life insurance contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY 6.3 The Company will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY The Company will be responsible for assisting obligated to assist the Board in carrying out its duties in this regard and responsibilities under the Mixed and Shared Funding Exemptive Order by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY Company to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 6.4 If a majority of the Board Board, or a majority of its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists affecting LIFE COMPANYwith regard to contract owner investments in the Fund, LIFE COMPANYthe Board shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board determines that Company is a relevant Participating Company or Plan with respect to said conflict, Company shall at its expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Board's disinterested TrusteesBoard members), will take any steps such action as is necessary to remedy or eliminate the irreconcilable material conflict, up to and including; . Such necessary action may include but shall not be limited to: (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST Fund or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of TRUSTFund, 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., i.e variable annuity or variable life insurance Contract contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANYthe Company's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY the Company may be required, at the election of TRUST, Fund to withdraw the Separate Account's investment in 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 Section 5.4Article, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will TRUST Fund or ADVISER its investment adviser (or any other investment adviser of TRUSTFund) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY the Company shall not be required by this Section 5.4 Article to establish a new funding medium for any Variable 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.] 5.5 6.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANYthe Company. 5.6 LIFE COMPANY 6.6 No less than annually, the Company shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board. 6.7 If and to the extent Rule 6e-2 and Rule 6e-3(T) are amended, or if Rule 6e-3 is adopted, to provide exemptive relief from any provision of the `40 Act or the rules thereunder with respect to mixed and shared funding on terms and conditions materially different from any exemptions granted in the Mixed and Shared Funding Exemptive Order, then Fund, and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and Rule 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such Rules are applicable.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.hereby. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUST. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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., i.e variable annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 No less than annually, LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.hereby. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUST. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new new, funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable Contracts [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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 No less than annually, LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions Board of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts Trustees of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The MANAGERS TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially (the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board "Boards") will monitor TRUST and MANAGERS TRUST, respectively, (collectively the "Funds"), for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of all separate accounts and with participants of Qualified Plans Participating Insurance Company Separate Accounts investing in TRUSTthe Funds. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (a) an action by any state insurance regulatory authorityauthority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST the Funds are being managed; (e) a difference in voting instructions given by Variable Contract ownersvariable 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 owners and (g) if applicable, a decision by a Qualified Plan Company to disregard the voting instructions of plan participantsowners. 5.3 5.2 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the BoardBoards. LIFE COMPANY will be responsible for assisting the each appropriate Board in carrying out its duties responsibilities under the Conditions set forth in this regard the notice issued by the SEC for the Funds on April 12, 1995 (the "Notice") (Investment Company Act Release No. 21003), which LIFE COMPANY has reviewed, by providing the each appropriate Board with all information reasonably necessary for the Board it to consider any issues raised. The This responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the each appropriate Board whenever it has determined to disregard Variable Contract owner voting instructionsinstructions are disregarded by LIFE COMPANY. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 5.3 If a majority of the Board of a Fund or a majority of its disinterested Trusteestrustees or directors, determines that a material irreconcilable conflict exists exists, affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trusteestrustees or directors), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; : (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST the Funds or any Portfolio series thereof and reinvesting those assets in a different investment medium, which may include another Portfolio series of TRUST or MANAGERS 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 and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity or variable life insurance Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (cb) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUSTthe relevant Fund, to withdraw the its Separate Account's investment in TRUSTsuch Fund, 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 5.45.3, a majority of the disinterested members of the applicable Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST the relevant Fund or ADVISER N&B MANAGEMENT (or any other investment adviser of TRUSTthe Funds) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 5.3 to establish a new funding medium for any Variable Contracts [Contract 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.] 5.5 The 5.4 Any Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 5.5 No less than annually, LIFE COMPANY shall from time to time submit to the Board Boards such reports, reports materials or data as the Board such Boards may reasonably request so that the Board Boards may fully carry out its the obligations under this Article V.imposed upon them by these Conditions. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the applicable Boards.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received FUND intends to file an application with the SEC to request an order from the SEC granting relief from various provisions of the '‘40 Act and the rules thereunder to the extent necessary to permit TRUST FUND shares to be sold to and held by Variable Contract variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The It is anticipated that the Exemptive Order requires TRUST Order, when and if issued, shall require FUND and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. If the Exemptive Order imposes conditions materially different from those provided for in this Section 5, the conditions and undertakings imposed by the Exemptive Order shall govern this Agreement and the parties hereto agree to amend this Agreement consistent with the Exemptive Order. The TRUST FUND will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE the COMPANY by this Article V.hereby. 5.2 The Board will monitor TRUST FUND for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUSTFUND. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST FUND are being managed; (e) a difference in voting instructions given by Variable Contract variable annuity and variable life insurance contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE The COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE The COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE the COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trusteesmembers, determines that a material irreconcilable conflict exists exists, affecting LIFE the COMPANY, LIFE the COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's ’s disinterested Trusteesmembers), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST FUND or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of TRUSTFUND, 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 annuity or variable life insurance Contract contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE 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, LIFE the COMPANY may be required, at the election of TRUST, FUND to withdraw the Separate Account's ’s investment in 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 Section 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will TRUST FUND or ADVISER (or any other investment adviser of TRUSTFUND) be required to establish a new funding medium for any Variable Contract. Further, LIFE the COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's ’s determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE the COMPANY. 5.6 LIFE No less frequently than annually, the COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board. 5.7 If and to the extent Rule 6e-2 and Rule 6e-3(T) are amended, or if Rule 6e-3 is adopted, to provide exemptive relief from any provision of the ☐40 Act or the rules thereunder with respect to mixed and shared funding on terms and conditions materially different from any exemptions granted in the Exemptive Order, then FUND, and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and Rule 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such Rules are applicable.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.NATIONWIDE hereby. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUST. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action action. by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY NATIONWIDE will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY NATIONWIDE will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY NATIONWIDE to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY NATIONWIDE will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANYNATIONWIDE, LIFE COMPANYNATIONWIDE, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANYNATIONWIDE's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY NATIONWIDE may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY NATIONWIDE shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANYNATIONWIDE. 5.6 LIFE COMPANY It is agreed that if it is determined by NATIONWIDE that a material conflict exists caused by the TRUST or ADVISER, the TRUST or ADVISER shall from time at its own expense take whatever steps are necessary to time remedy such material conflict. 5.7 No less than annually, NATIONWIDE shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board.

Potential Conflicts. 5.1 6.1 The parties acknowledge that TRUST 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 TRUST shares Fund Shares to be sold to and held by Variable Contract variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The terms of such exemptive order (the "Mixed and Shared Funding Exemptive Order requires TRUST Order"), require Fund and each Participating Insurance Company and Plan to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with Article. In the event of any other Participating Insurance Company unless it imposes substantially inconsistencies between the same terms of the Mixed and Shared Funding Exemptive Order and those provided for in this Article, the conditions and undertakings as are imposed on LIFE COMPANY by the Mixed and Shared Funding Exemptive Order shall govern this Article V.Agreement. 5.2 6.2 The Fund's Board will monitor TRUST the Fund for the existence of any material irreconcilable conflict between and among the interests of the Variable Contract owners of all separate accounts Participating Companies and with participants of Qualified Plan Participants and Plans investing in TRUSTthe Fund, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST Fund are being managed; (e) a difference in voting instructions given by Variable Contract variable annuity and variable life insurance contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY 6.3 The Company will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY The Company will be responsible for assisting obligated to assist the Board in carrying out its duties in this regard and responsibilities under the Mixed and Shared Funding Exemptive Order by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY Company to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 6.4 If a majority of the Board Board, or a majority of its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists affecting LIFE COMPANYwith regard to contract owner investments in the Fund, LIFE COMPANYthe Board shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board determines that Company is a relevant Participating Company or Plan with respect to said conflict, Company shall at its expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Board's disinterested TrusteesBoard members), will take any steps such action as is necessary to remedy or eliminate the irreconcilable material conflict, up to and including; . Such necessary action may include but shall not be limited to: (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST Fund or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of TRUSTFund, 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., i.e variable annuity or variable life insurance Contract contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANYthe Company's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY the Company may be required, at the election of TRUST, Fund to withdraw the Separate Account's investment in 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 Section 5.4Article, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will TRUST Fund or ADVISER its investment adviser (or any other investment adviser of TRUSTFund) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY the Company shall not be required by this Section 5.4 Article to establish a new funding medium for any Variable 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.] 5.5 6.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANYthe Company. 5.6 LIFE COMPANY 6.6 No less than annually, the Company shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the 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 V.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 Fund that it may be appropriate for Company to disclose the potential risks of mixed and shared funding in prospectuses or other applicable disclosure documents. 6.9 The Fund shall provide the Company with a current copy of the Fund's Mixed and Shared Funding Exemptive Order and promptly notify the Company of any amendments thereto.

Potential Conflicts. 5.1 The (a) During such time as the Investment Company engages in Mixed Funding or Shared Funding, the parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to hereto shall comply with the conditions and undertakings substantially as provided in this Article V. Section 4. (b) The TRUST will not enter into a participation agreement with any other Participating Insurance Investment Company’s Board of Trustees shall monitor the Investment Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict (i) between the interests of Variable Contract owners of all separate accounts variable annuity contracts and with participants variable life insurance policies, and (ii) between the interests of Qualified Plans investing owners of variable annuity contracts and variable life insurance policies issued by different Participating Life Insurance Companies that invest in TRUSTthe Investment Company. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (aA) an action by any state insurance regulatory authority; (bB) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling ruling, no-action or interpretive letter, or any similar action by insurance, tax tax, or securities regulatory authorities: ; (cC) an administrative or judicial decision in any relevant proceeding; (dD) the manner in which the investments of TRUST any Fund of the Investment Company are being managed; (eE) a difference in voting instructions given by Variable Contract variable annuity and variable life insurance contract owners; or (fF) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners of variable annuity contracts and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsvariable life insurance policies. 5.3 LIFE COMPANY will (c) The Insurer agrees that it shall report any potential or existing conflicts of which it becomes is aware to the BoardInvestment Company’s Board of Trustees. LIFE COMPANY The Insurer will be responsible for assisting the Board of Trustees of the Investment Company in carrying out its duties responsibilities under the Mixed and Shared Funding Exemptive Order, or, if the Investment Company is engaged in this regard Mixed Funding or Shared Funding in reliance on Rule 6e-2, 6e-3(T), or any other regulation under the 1940 Act, the Insurer will be responsible for assisting the Board of Trustees of the Investment Company in carrying out its responsibilities under such regulation, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility This includes, but is not limited to, an obligation by the LIFE COMPANY Insurer to inform the Board whenever it has determined to disregard Variable Contract owner Owner voting instructionsinstructions are disregarded. These responsibilities of LIFE COMPANY will be carried The Insurer shall carry out its responsibility under this Section 4(c) with a view only to the interests of the Variable Contract ownersOwners. 5.4 If (d) The Insurer agrees that in the event that it is determined by a majority of the Board of Trustees of the Investment Company or a majority of its the Investment Company’s disinterested Trustees, determines Trustees that a material irreconcilable conflict exists affecting LIFE COMPANYexists, LIFE COMPANYthe Insurer shall, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested TrusteesTrustees of the Board of the Investment Company), will take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including; : (ai) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST the Investment Company or any Portfolio thereof Fund and reinvesting those such assets in a different investment medium, which may include including another Portfolio portfolio of TRUSTthe Investment Company, 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 Owners and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners or variable life insurance Contract contract owners of contracts issued by one or more Participating Insurance Companies) ), that votes in favor of such segregation, or offering to the affected Variable Contract owners Owners the option of making such a change; and (cii) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's the Insurer’s decision to disregard Variable Contract owner Owners’ voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may the Insurer shall be required, at the election of TRUSTInvestment Company’s election, to withdraw the Separate Account's Accounts’ investment in TRUSTthe Investment Company, 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, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action These responsibilities shall be carried out with a view only to the interests of the Variable Contract ownersOwners. For the purposes of this Section 5.4, a A majority of the disinterested members Trustees of the Board Investment Company shall determine whether or not any proposed action adequately remedies any material irreconcilable material conflict, but in no event will TRUST the Investment Company or ADVISER (or any other its investment adviser of TRUST) or the Distributor be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY The Insurer shall not be required by this Section 5.4 4(d) to establish a new funding medium for any Variable Contracts [Contract if any offer to do so has been declined by a vote of a majority of Variable Contract owners Owners materially and adversely affected by the material irreconcilable material conflict.] 5.5 (e) The Insurer, at least annually, shall submit to the Investment Company’s Board of Trustees such reports, materials, or data as the Board reasonably may request so that the Trustees of the Investment Company may fully carry out the obligations imposed upon the Board by the conditions contained in the application for the Mixed and Shared Funding Exemptive Order and said reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board's . (f) All reports of potential or existing conflicts received by the Investment Company’s Board of Trustees, and all Board action will regard to determining the existence of a conflict, notifying Participating Insurance Companies of a conflict, and determining whether any proposed action adequately remedies a conflict shall be properly recorded in the minutes of the Board of Trustees of the Investment Company or other appropriate records, and such minutes or other records shall be made available to the SEC upon request. (g) The Board of Trustees of the Investment Company shall promptly notify the Insurer in writing of its determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANYimplications. 5.6 LIFE COMPANY shall from time to time submit (h) The Investment Company and the Insurer agree that if and to the Board extent Rule 6e-2 or Rule 6e-3(T) under the 1940 Act is amended or if Rule 6e-3 is adopted in final form, to the extent applicable, the Investment Company and the Insurer shall each take such reportssteps as may be necessary to comply with the Rule as amended or adopted in final form. If, materials or data as in the Board may reasonably request so that future, the Board may fully carry out its obligations Mixed and Shared Funding Exemptive Order should no longer be necessary under applicable law, then this Article V.Section 4(h) shall continue in effect, and the remainder of Section 4 shall no longer apply.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST Portfolio shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.hereby. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUST. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal must take place within six (6) months after TRUST gives written notice that this provision is being implemented, and until the end of that six month period TRUST shall continue to accept and implement orders by LIFE COMPANY for the purchase (and redemption) of shares of the Portfolios. 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 No less than annually, LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions Board of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts Trustees of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The MANAGERS TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially (the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board “Boards”) will monitor TRUST and MANAGERS TRUST, respectively, (collectively the “Funds”), for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of all separate accounts and with participants of Qualified Plans Participating Insurance Company Separate Accounts investing in TRUSTthe Funds. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (a) an action by any state insurance regulatory authorityauthority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST the Funds are being managed; (e) a difference in voting instructions given by Variable Contract ownersvariable 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 owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsowners. 5.3 5.2 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the BoardBoards. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the provide each appropriate Board with all information reasonably necessary for the Board it to consider any issues raised. The responsibility includes, but is not limited to, an obligation raised in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Funds on April 12, 1995 (the “Notice”) (Investment Company Act Release No. 21003), which LIFE COMPANY to has reviewed. LIFE COMPANY will inform the each appropriate Board whenever it has determined to disregard Variable Contract owner voting instructionsinstructions are disregarded by LIFE COMPANY. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 5.3 If a majority of the Board of a Fund or a majority of its disinterested Trusteestrustees or directors, determines that a material irreconcilable conflict exists exists, affecting the LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trusteestrustees or directors), will take any steps necessary to remedy or eliminate the material irreconcilable material conflict, up to conflict consistent with the terms and including; (a) withdrawing conditions set forth in the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate accountNotice. If a material irreconcilable conflict arises because of 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, LIFE COMPANY may be required, at the election of TRUSTthe relevant Fund, to withdraw the its Separate Account's ’s investment in TRUSTsuch Fund, 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 5.45.3, a majority of the disinterested members of the applicable Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST the relevant Fund or ADVISER N&B MANAGEMENT (or any other investment adviser of TRUSTthe Funds) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section . 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Any Board's ’s determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 5.5 No less than annually, LIFE COMPANY shall from time to time submit to the Board Boards such reports, materials or data as the Board such Boards may reasonably request so that the Board Boards may fully carry out its the obligations under this Article V.imposed upon them by these Conditions. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the applicable Boards, provided that such request shall not be unreasonable.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.ACACIA NATIONAL hereby. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUST. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY ACACIA NATIONAL will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY ACACIA NATIONAL will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY ACACIA NATIONAL to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY ACACIA NATIONAL will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANYACACIA NATIONAL, LIFE COMPANYACACIA NATIONAL, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANYACACIA NATIONAL's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY ACACIA NATIONAL may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY ACACIA NATIONAL shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANYACACIA NATIONAL. 5.6 LIFE COMPANY No less than annually, ACACIA NATIONAL shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board.

Potential Conflicts. 5.1 7.1. The parties acknowledge Fund agrees that TRUST has received an order from the SEC granting relief from various provisions Board, constituted with a majority of disinterested trustees, will monitor each Portfolio of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board will monitor TRUST Fund for the existence of any material irreconcilable conflict between the interests of Variable Contract the variable annuity contract owners and the variable life insurance policy owners of all separate accounts and with participants of Qualified Plans the Company and/or affiliated companies (“contract owners”) investing in TRUSTthe Fund. An irreconcilable A material irrecon­cilable conflict may arise for a variety of reasons, which may includeincluding: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST any Portfolio are being managed; (e) a difference in voting instructions given by Variable Contract ownersvariable annuity contract 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 owners contract owners. The Board shall have the sole authority to determine if a material irreconcilable conflict exists, and (g) such determination shall be binding on the Company only if applicable, approved in the form of a decision resolution by a Qualified Plan to disregard majority of the voting instructions Board, or a majority of plan participants. 5.3 LIFE COMPANY will report any potential or existing conflicts the disinterested trustees of which it becomes aware to the Board. LIFE COMPANY The Board will give prompt notice of any such determination to the Company. 7.2. The Company agrees that it will be responsible for assisting the Board in carrying out its duties responsibilities under the conditions set forth in this regard the Fund’s exemptive application pursuant to which the SEC has granted the Mixed and Shared Funding Exemptive Order by providing the Board Board, as it may reasonably request, with all information reasonably necessary for the Board to consider any issues raised. The responsibility includesraised and agrees that it will be responsible for promptly reporting any potential or existing conflicts of which it is aware to the Board including, but is not limited to, an obligation by the LIFE COMPANY Company to inform the Board whenever it has determined to disregard Variable Contract contract owner voting instructionsinstructions are disregarded. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested TrusteesThe Company also agrees that, determines that if a material irreconcilable irrecon­cilable conflict exists affecting LIFE COMPANYarises, LIFE COMPANY, it will at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees), will take any steps necessary to own cost remedy or eliminate the irreconcilable material conflict, such conflict up to and including; including (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST the Fund or any Portfolio thereof and reinvesting those such assets in a different investment medium, which may include including (but not limited to) another Portfolio of TRUSTthe 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 contract owners whether to withdraw assets from the Fund or any Portfolio and reinvesting such assets in a different investment medium and, as appropriate, segregating the assets of attributable to any appropriate group of contract owners (i.e.e.g., variable annuity contract owners, life insurance owners or variable life insurance Contract contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to any of the affected Variable Contract contract owners the option of making such a change; segregating the assets attributable to their contracts or policies, and (cb) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructionsand segregating the assets underlying the Contracts, and that decision represents a minority position or would preclude unless a majority vote, LIFE COMPANY may be required, at of Contract owners materially adversely affected by the election of TRUST, conflict have voted to withdraw decline the Separate Account's offer to establish a new registered management investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawalcompany. 7.3. 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 5.4, a A majority of the disinterested members trustees of the Board shall determine whether or not any proposed action by the Company adequately remedies any material irreconcilable conflict. In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, but the Company will withdraw from investment in no event will TRUST or ADVISER the Fund each of the Accounts designated by the disinterested trustees and terminate this Agreement within six (or any other investment adviser 6) months after the Board informs the Company in writing of TRUST) the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required to establish a new funding medium for remedy any Variable Contract. Further, LIFE COMPANY shall not be required such material irreconcilable conflict as determined by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination disinterested trustees of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANYBoard. 5.6 LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.

Potential Conflicts. 5.1 6.1 The parties acknowledge that TRUST 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 TRUST shares Fund Shares to be sold to and held by Variable Contract variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The terms of such exemptive order (the "Mixed and Shared Funding Exemptive Order requires TRUST Order"), require Fund and each Participating Insurance Company and Plan to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with Article. In the event of any other Participating Insurance Company unless it imposes substantially inconsistencies between the same terms of the Mixed and Shared Funding Exemptive Order and those provided for in this Article, the conditions and undertakings as are imposed on LIFE COMPANY by the Mixed and Shared Funding Exemptive Order shall govern this Article V.Agreement. 5.2 6.2 The Fund's Board will monitor TRUST the Fund for the existence of any material irreconcilable conflict between and among the interests of the Variable Contract owners of all separate accounts Participating Companies and with participants of Qualified Plan Participants and Plans investing in TRUSTthe Fund, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST Fund are being managed; (e) a difference in voting instructions given by Variable Contract variable annuity and variable life insurance contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY 6.3 The Company will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY The Company will be responsible for assisting obligated to assist the Board in carrying out its duties in this regard and responsibilities under the Mixed and Shared Funding Exemptive Order by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY Company to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 6.4 If a majority of the Board Board, or a majority of its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists affecting LIFE COMPANYwith regard to contract owner investments in the Fund, LIFE COMPANYthe Board shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board determines that Company is a relevant Participating Company or Plan with respect to said conflict, Company shall at its expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Board's disinterested TrusteesBoard members), will take any steps such action as is necessary to remedy or eliminate the irreconcilable material conflict, up to and including; . Such necessary action may include but shall not be limited to: (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST Fund or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of TRUSTFund, 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 annuity or variable life insurance Contract contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANYthe Company's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY the Company may be required, at the election of TRUST, Fund to withdraw the Separate Account's investment in 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 Section 5.4Article, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will TRUST Fund or ADVISER its investment adviser (or any other investment adviser of TRUSTFund) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY the Company shall not be required by this Section 5.4 Article to establish a new funding medium for any Variable 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.] 5.5 6.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANYthe Company. 5.6 LIFE COMPANY 6.6 No less than annually, the Company shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the 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 V.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 Fund that it may be appropriate for Company to disclose the potential risks of mixed and shared funding in prospectuses or other applicable disclosure documents.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions Board of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts Trustees of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The MANAGERS TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially (the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board "Boards") will monitor TRUST and MANAGERS TRUST, respectively, (collectively the "Funds"), for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of all separate accounts and with participants of Qualified Plans Participating Insurance Company Separate Accounts investing in TRUSTthe Funds. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (a) an action by any state insurance regulatory authorityauthority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST the Funds are being managed; (e) a difference in voting instructions given by Variable Contract ownersvariable annuity and variable life insurance contract owners or by 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 owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsowners. 5.3 5.2 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the BoardBoards. LIFE COMPANY will be responsible for assisting the each appropriate Board in carrying out its duties responsibilities under the Conditions set forth in this regard the notice issued by the SEC for the Funds on April 12, 1995 (the "Notice") (Investment Company Act Release No. 21003), which LIFE COMPANY has reviewed, by providing the each appropriate Board with all information reasonably necessary for the Board it to consider any issues raised. The This responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the each appropriate Board whenever it has determined to disregard wherever Variable Contract owner voting instructionsinstructions are disregarded by LIFE COMPANY. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 5.3 If a majority of the Board of a Fund or a majority of its disinterested Trusteestrustees or directors, determines that a material irreconcilable conflict exists exists, affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trusteestrustees or directors), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; : (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST the Funds or any Portfolio series thereof and reinvesting those assets in a different investment medium, which may include another Portfolio series of TRUST or MANAGERS 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 and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity or variable life insurance Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (cb) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of 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, LIFE COMPANY may be required, at the election of TRUSTthe relevant Fund, to withdraw the its Separate Account's investment in TRUSTsuch Fund, 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 5.45.3, a majority of the disinterested members of the applicable Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST the relevant Fund or ADVISER N&B MANAGEMENT (or any other investment adviser of TRUSTthe Funds) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 5.3 to establish a new funding medium for any Variable Contracts [Contract 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '"40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.COMPANIES hereby. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUST. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY COMPANIES will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY COMPANIES will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY COMPANIES to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY COMPANIES will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANYCOMPANIES, LIFE COMPANYCOMPANIES, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's COMPANIES' decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY COMPANIES may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY COMPANIES shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANYCOMPANIES. 5.6 No less than annually, LIFE COMPANY COMPANIES shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board.

Potential Conflicts. 5.1 The parties acknowledge that TRUST the Trust has received an order Exemptive Order from the SEC granting relief from various provisions of the '‘40 Act and the rules thereunder to the extent necessary to permit TRUST the Trust shares to be sold to and held by Variable Contract variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST the Trust and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. The TRUST Trust will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.the Company hereby. 5.2 The Board will monitor TRUST the Trust for the existence of any irreconcilable material irreconcilable conflict between and among the interests of Variable Contract owners of all separate accounts and with of plan participants of Qualified Plans investing in TRUSTthe Trust, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, tax or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST the Trust are being managed; (e) a difference in voting instructions given by Variable variable annuity and variable life insurance Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners owners; and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY The Company will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY The Company will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY Company to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY the Company will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trusteestrustees, determines that a material irreconcilable conflict exists exists, affecting LIFE COMPANYthe Company, LIFE COMPANYthe Company, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's ’s disinterested Trusteestrustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; : (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST the Trust or any Portfolio Fund thereof and reinvesting those assets in a different investment medium, which may include another Portfolio Fund of TRUSTthe 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 and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a an irreconcilable material irreconcilable conflict arises because of LIFE COMPANY's the Company’s decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY the Company may be required, at the election of TRUST, the Trust to withdraw the Separate Account's ’s investment in TRUSTthe Trust, and no charge or penalty will be imposed as a result of such withdrawal. The To the extent permitted by applicable law, the Company shall bear the responsibility to take of taking remedial action in the event of Board determination of the existence of a material irreconcilable conflict and the cost of such remedial action and this responsibility shall be carried out with a view only to the interests of the Variable Contract owners. For the purposes of this Section 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST the Trust or ADVISER its investment adviser (or any other investment adviser of TRUSTthe Trust) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY the Company shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's ’s determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANYthe Company. 5.6 LIFE COMPANY No less than annually, the Company shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials and data shall be submitted more frequently if deemed appropriate by the Board.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.hereby. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUST. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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., i.e variable annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received filed an order from application with the SEC to request and order granting relief from various provisions of the '‘40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The It is anticipated that the Exemptive Order requires Order, when and if issued, shall require TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. If the Exemptive Order imposes conditions materially different from those provided for in this Section 5, the conditions and undertakings imposed by the Exemptive Order shall govern this Agreement and the parties hereto agree to amend this Agreement consistent with the Exemptive Order. The TRUST Fund will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE the COMPANY by this Article V.hereby. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUST. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST are being managed; (e) a difference in voting instructions given by Variable Contract variable annuity and variable life insurance contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE The COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE The COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE the COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trusteestrustees, determines that a material irreconcilable conflict exists exists, affecting LIFE the COMPANY, LIFE the COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's ’s disinterested Trusteestrustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio Fund thereof and reinvesting those assets in a different investment medium, which may include another Portfolio Fund of 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., i.e. variable annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE 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, LIFE the COMPANY may be required, at the election of TRUST, TRUST to withdraw the Separate Account's ’s investment in 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE the COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's ’s determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE the COMPANY. 5.6 LIFE No less than annually, the COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.hereby. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUST. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants.. -7- 5.3 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 No less than annually, LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board. -8-

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board will monitor TRUST the Fund for the existence of any material irreconcilable conflict between and among the interests of Variable Contract owners of all separate accounts and with of plan participants of and Qualified Plans investing in TRUSTthe Fund and determine what actions, if any, shall be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST the Fund are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY 5.2 The Life Company will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY The Life Company will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY Life Company to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY the Life Company will be carried out with a view only to the interests of the Variable Contract owners. 5.4 5.3 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANYthe Life Company, LIFE COMPANYthe Life Company, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST the Fund or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of TRUSTthe 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 as appropriate, segregating the assets of any appropriate group (i.e., i.e variable annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANYthe Life Company's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY the Life Company may be required, at the election of TRUSTthe Fund, to withdraw the Separate Account's investment in TRUSTthe Fund, 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 5.45.3, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will TRUST the Fund or ADVISER the Adviser (or any other investment adviser Adviser of TRUSTthe Fund) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY the Life Company shall not be required by this Section 5.4 5.3 to establish a new funding medium for any Variable 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.] 5.5 5.4 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANYthe Life Company. 5.6 LIFE COMPANY 5.5 No less than annually, the Life Company shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board.

Potential Conflicts. 5.1 The parties patties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.hereby. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUST. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company l~PROXYISYS2WCUGRPWUTFDS%SKMSERVY-ARTAGRWSUNCPAI.DOC MM7 to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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., i.e variable annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by SHALL NOT BE REQUIRED BY this Section 5.4 to establish a new funding medium for any Variable Contracts ANY VARIABLE CONTRACTS [if any 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.]] k'PROXY\SYS200CUGRPWLrrFDSZMDRSERVIPARTAGRWB%UNC~'Al.DOC 7130/97 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions Board of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts Trustees of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The MANAGERS TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially (the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board “Boards”) will monitor TRUST and MANAGERS TRUST, respectively, (collectively the “Funds”), for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of all separate accounts and with participants of Qualified Plans Participating Insurance Company Separate Accounts investing in TRUSTthe Funds. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (a) an action by any state insurance regulatory authorityauthority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST the Funds are being managed; (e) a difference in voting instructions given by Variable Contract ownersvariable 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 owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsowners. 5.3 5.2 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. Boards, LIFE COMPANY will be responsible for assisting the each appropriate Board in carrying out its duties responsibilities under the Conditions set forth in this regard the notice issued by the SEC for the Funds on April 12, 1995 (the “Notice”) (Investment Company Act Release No. 21003), which LIFE COMPANY has reviewed, by providing the each appropriate Board with all information reasonably necessary for the Board it to consider any issues raised. The This responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the each appropriate Board whenever it has determined to disregard Variable Contract owner voting instructionsinstructions are disregarded by LIFE COMPANY. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 5.3 If a majority of the Board of a Fund or a majority of its disinterested Trusteestrustees or directors, determines that a material irreconcilable conflict exists exists, affecting the LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trusteestrustees or directors), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; : (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST the Funds or any Portfolio series thereof and reinvesting those assets in a different investment medium, which may include another Portfolio series of TRUST or MANAGERS 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 and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity or variable life insurance Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (cb) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of 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, LIFE COMPANY may be required, at the election of TRUSTthe relevant Fund, to withdraw the its Separate Account's ’s investment in TRUSTsuch Fund, 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 5.45.3, a majority of the disinterested members of the applicable Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST the relevant Fund or ADVISER NB MANAGEMENT (or any other investment adviser of TRUSTthe Funds) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 5.3 to establish a new funding medium for any Variable Contracts [Contract 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.] 5.5 The 5.4 Any Board's ’s determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 5.5 No less than annually, LIFE COMPANY shall from time to time submit to the Board Boards such reports, materials or data as the Board such Boards may reasonably request so that the Board Boards may fully carry out its the obligations under this Article V.imposed upon them by these Conditions. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the applicable Boards.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.hereby. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUST. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. . 5.3 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.

Potential Conflicts. 5.1 The If and during the time that the Trust engages in activities that require a Mixed and Shared Funding Exemptive Order, the parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to shall comply with the conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.VII. 5.2 7.1 The Board will monitor TRUST the Trust for the existence of any material irreconcilable conflict (1) between the interests of Variable Contract owners of all separate accounts variable annuity contracts and with participants variable life insurance policies, and (2) between the interests of Qualified Plans investing owners of Contracts issued by different participating life insurance companies that invest in TRUSTthe Trust. A. The Board shall promptly inform Hartford if it determines that a material irreconcilable conflict exists and the implications thereof. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling ruling, no-action or interpretive 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 TRUST any Fund are being managed; (e) a difference in voting instructions given by Variable variable annuity and variable life insurance Contract owners; or (f) disregard of a decision by a Participating Insurance Company to disregard the Contract owner's voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsinstructions. 5.3 LIFE COMPANY 7.2 Hartford will report any potential or existing conflicts material irreconcilable conflict of which it becomes is aware to the Board. LIFE COMPANY This includes, but is not limited to, an obligation by Hartford to inform the Board whenever Contract owner voting instructions are disregarded. Hartford will be responsible for assisting the Board in carrying out its duties responsibilities under any Mixed and Shared Funding Exemptive Order, or, if the Trust is engaged in this regard mixed funding or shared funding in reliance on Rule 6e-2, 6e-3(T), or any other regulation under the 1940 Act, Hartford will be responsible for assisting the Board in carrying out its responsibilities under such regulation, by providing the Board with access to all information reasonably necessary for the Board to consider any issues raised. The Hartford shall carry out its responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out under this Article 7.2 with a view only to the interests of the Variable Contract owners. 5.4 7.3 If it is determined by a majority of the Board Trust’s Board, or a majority of its disinterested Independent Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANYdue to issues relating to the Contracts, LIFE COMPANYHartford will, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees)practicable, will take any whatever steps it can which are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all , without limitation, withdrawal of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's ’s investment in TRUST, and no the Funds. 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time 7.4 Hartford and the Adviser, at least annually, will submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its the obligations under this Article V.imposed upon them. All reports received by the Board of potential or existing conflicts, and all Board action with regard to determining the existence of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the minutes of the Board or other appropriate records, and such minutes or other records shall be made available to the SEC upon request.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to 6.1 To the extent necessary to permit TRUST shares to be sold to and held required by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The the Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially or by applicable law, the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board will monitor TRUST the Trust for the existence of any material irreconcilable conflict between or among the interests of Variable Contract variable contract owners of all whose contract values are invested through separate accounts and with accounts, participants of in Qualified Plans and Other Purchasers investing in TRUSTthe Trust and will determine what action, if any, should be taken in response to any such conflict. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST any Fund are being managed; (e) a difference in voting instructions given by Variable Contract variable annuity contract owners, variable life insurance contract owners and, where applicable, participants in Qualified Plans; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and variable contract owners; or (g) if applicable, a decision by a Qualified Plan Plan, where applicable, to disregard participant voting instructions. The Trust will promptly inform the voting instructions Companies if it determines that a material irreconcilable conflict exists and of plan participantsthe implications thereof. 5.3 LIFE COMPANY 6.2 Each of the Companies, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, will report to the Board any potential or existing conflicts conflict as described in Section 6.1 of which it is or becomes aware to the Boardaware. LIFE COMPANY Each Company will be responsible for assisting assist the Board in carrying out its duties in this regard responsibilities under the Exemptive Order and under applicable law by providing the Board with all information reasonably necessary for the Board to consider any issues raisedraised with respect to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The responsibility includes, but is not limited to, an obligation by Each of the LIFE COMPANY to Companies will inform the Board whenever it has determined determines to disregard Variable Contract owner voting instructions. These responsibilities , and each of LIFE COMPANY the Companies will be carried carry out its responsibility under this Article 6 with a view only to the interests of the Variable its Contract owners. 5.4 6.3 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as it is determined by a majority of the Board's , or a majority of the disinterested Trustees), will that a material irreconcilable conflict exists with respect to any Fund, each of the Companies, as applicable, shall, at its own expense, take any whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including; which steps could include: (a1) withdrawing the assets allocable to some or all of the Separate its Accounts from TRUST or any Portfolio thereof the Fund and reinvesting those such assets in a different investment medium, which may include including (but not limited to) another Portfolio of TRUSTFund, 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 and and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners or variable life insurance Contract owners of one or more Participating Insurance Companiescontract owners) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c2) establishing a new registered management investment company (or series thereof) or managed separate account. In the event that the Board determines that any proposed action by a Company does not adequately remedy any material irreconcilable conflict, that Company will withdraw the affected Account's investment in the Trust or a Fund within six months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal will be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested Trustees. 6.4 If a material irreconcilable conflict arises because of LIFE COMPANY's a decision by a Company to disregard Variable Contract owner voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY the Company may be required, at the election of TRUSTTrust's election, to withdraw the Separate relevant Account's investment in TRUSTthe Trust or a Fund, and no as applicable, provided, however, that any such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result of any 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. . 6.5 For the purposes of Sections 6.3 through 6.4 of this Section 5.4Agreement, a majority of the disinterested members Trustees who are not "interested persons" (as defined in Section 2(a)(19) of the Board shall 1940 Act) of the Trust will determine whether or not any proposed action adequately remedies adequaxxxx xxxedies any material irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) the Trust be required to establish a new funding medium for any Variable Contractthe Contracts. Further, LIFE COMPANY Nor shall not a Company be required by this Section 5.4 6.3 to establish a any new funding medium for any Variable the Contracts [if any an offer to do so has been declined by a vote of a majority of Variable Contract owners materially and adversely affected by the material irreconcilable material conflict.] 5.5 The Board's determination 6.6 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the existence Act or the rules promulgated thereunder with respect to "mixed or shared funding" (as understood for purposes of an irreconcilable material conflict the Exemptive Order) on terms and its implications conditions materially different from those contained in the Exemptive Order, then (a) the Trust and/or the Companies as well as the other 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 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall be made known promptly continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in writing to LIFE COMPANYsuch Rule(s) as so amended or adopted. 5.6 LIFE COMPANY shall from time 6.7 The Trust hereby notifies the Companies that it may be appropriate to time submit to include in prospectuses for the Board such reports, materials or data Contracts disclosure regarding potential conflicts as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.described in Section 6.1 hereof.

Potential Conflicts. 5.1 The parties acknowledge TRUST agrees that the Board of Trustees of TRUST has received an order from (the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board "Board") will monitor TRUST each Designated Portfolio for the existence of any material irreconcilable conflict between the interests of Variable Contract the variable annuity and variable life insurance contract owners of all separate accounts and with participants of Qualified Plans Participating Insurance Company Separate Accounts investing in the TRUST. An The Board shall have the sole authority to determine if a material irreconcilable conflict exists, and such determination shall be binding on LIFE COMPANY only if approved in the form of a resolution by a majority of the Board, or a majority of the disinterested trustees of the Board. A material irreconcilable conflict may arise for a variety of reasons, which may includeincluding: (a) an action by any state insurance regulatory authorityauthority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 are being managed; (e) a difference in voting instructions given by Variable Contract ownersvariable 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 owners variable annuity and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsvariable life insurance contract owners. 5.3 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. 5.2 LIFE COMPANY will be responsible for assisting the Board in carrying out its duties responsibilities under the Conditions set forth in this regard the notice issued by the SEC for the TRUST on April 12, 1995 (the "Notice") (Investment Company Act Release No. 21003), by providing the Board with all information reasonably necessary for the Board it to consider any issues raised. The This responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of instructions are disregarded by LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract ownersCOMPANY. 5.4 5.3 If a majority of the Board or a majority of its disinterested Trustees, trustees determines that a material irreconcilable conflict exists affecting LIFE COMPANYexists, LIFE COMPANYCOMPANY and other Participating Insurance Companies, at its their expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trusteestrustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; : (a) withdrawing the assets allocable to some or all of the Separate Accounts separate accounts from the TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of TRUST, TRUST or another investment company; (b) , or submitting the question as to whether such segregation should be implemented to a vote of all affected Variable Contract variable contract owners and and, as appropriate, segregating the assets of any appropriate group (i.e.Le., variable annuity or variable life insurance Contract contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract variable contract owners the option of making such a change; and (cb) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of the TRUST, to withdraw the its Separate Account's investment in the TRUST; 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 directors of the Board. No charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after TRUST gives written notice to LIFE COMPANY that this provision is being implemented, or such period as may be required to obtain any necessary exemptive relief from the Commission with regard to the substitution of underlying funds. Until the end of such period TRUST AND NB MANAGEMENT will, to the extent permitted by law and any exemptive relief previously granted to TRUST, continue to accept and implement orders by LIFE COMPANY for the purchase (and redemption) of shares of TRUST. 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 5.45.3, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any material irreconcilable material conflict, but in no event will the TRUST or ADVISER NB MANAGEMENT (or any other investment adviser of the TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 5.3 to establish a new funding medium for any Variable Contracts [Contract 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.] 5.5 5.4 The Board's determination of the existence of an a material irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 5.5 No less than annually, LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its the obligations under this Article V.imposed upon it by these Conditions. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board.

Potential Conflicts. 5.1 6.1 The parties acknowledge that TRUST has received Fund filed an application with the SEC requesting an order from the SEC granting relief from various provisions of the '`40 Act and the rules thereunder to the extent necessary to permit TRUST shares Fund Shares to be sold to and held by Variable Contract variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The It is anticipated that such exemptive order (the "Mixed and Shared Funding Exemptive Order requires TRUST Order"), when and if issued, shall require Fund and each Participating Insurance Company and Plan to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it Article. If the Mixed and Shared Funding Exemptive Order imposes substantially conditions materially different from those provided for in this Article, the same conditions and undertakings as are imposed on LIFE COMPANY by the Mixed and Shared Funding Exemptive Order shall govern this Article V.Agreement and the parties hereto agree to amend this Agreement consistent with the Mixed and Shared Funding Exemptive Order. 5.2 6.2 The Fund's Board will monitor TRUST the Fund for the existence of any material irreconcilable conflict between and among the interests of the Variable Contract owners of all separate accounts Participating Companies and with participants of Qualified Plan Participants and Plans investing in TRUSTthe Fund, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST Fund are being managed; (e) a difference in voting instructions given by Variable Contract variable annuity and variable life insurance contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY 6.3 The Company will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY The Company will be responsible for assisting the Board in carrying out its duties in this regard and responsibilities under the Mixed and Shared Funding Exemptive Order by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY Company to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 6.4 If a majority of the Board Board, or a majority of its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists affecting LIFE COMPANYwith regard to contract owner investments in the Fund, LIFE COMPANYthe Board shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board determines that Company is a relevant Participating Company or Plan with respect to said conflict, Company shall at its expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Board's disinterested TrusteesBoard members), will take any steps such action as is necessary to remedy or eliminate the irreconcilable material conflict, up to and including; . Such necessary action may include but shall not be limited to: (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST Fund or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of TRUSTFund, 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., i.e. variable annuity or variable life insurance Contract contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANYthe Company's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY the Company may be required, at the election of TRUST, Fund to withdraw the Separate Account's investment in 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 Section 5.4Article, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will TRUST Fund or ADVISER its investment adviser (or any other investment adviser of TRUSTFund) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY the Company shall not be required by this Section 5.4 Article to establish a new funding medium for any Variable 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.] 5.5 6.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANYthe Company. 5.6 LIFE COMPANY 6.6 No less than annually, the Company shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board. 6.7 If and to the extent Rule 6e-2 and Rule 6e-3(T) are amended, or if Rule 6e-3 is adopted, to provide exemptive relief from any provision of the `40 Act or the rules thereunder with respect to mixed and shared funding on terms and conditions materially different from any exemptions granted in the Mixed and Shared Funding Exemptive Order, then Fund, and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and Rule 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such Rules are applicable.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.hereby. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUST. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 . LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.hereby. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUST. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal; provided, however that such withdrawal shall be limited to the extent required by the material irreconcilable conflict (as determined by a majority of the Board's disinterested Trustees). 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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. In the event that a majority of the disinterested members of the Board determine that any proposed action does not adequately remedy any irreconcilable material conflict, then LIFE COMPANY will withdraw the Separate Account's shares in TRUST and terminate this Agreement.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 No less than annually, LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board.

Potential Conflicts. 5.1 6.1 The parties acknowledge that TRUST 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 TRUST shares Fund Shares to be sold to and held by Variable Contract variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The terms of such exemptive order (the "Mixed and Shared Funding Exemptive Order requires TRUST Order"), shall require Fund and each Participating Insurance Company and Plan to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with Article. In the event of any other Participating Insurance Company unless it imposes substantially inconsistencies between the same terms of the Mixed and Shared Funding Exemptive Order and those provided for in this Article, the conditions and undertakings as are imposed on LIFE COMPANY by the Mixed and Shared Funding Exemptive Order shall govern this Article V.Agreement. 5.2 6.2 The Fund's Board will monitor TRUST the Fund for the existence of any material irreconcilable conflict between and among the interests of the Variable Contract owners of all separate accounts Participating Companies and with participants of Qualified Plan Participants and Plans investing in TRUSTthe Fund, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST Fund are being managed; (e) a difference in voting instructions given by Variable Contract variable annuity and variable life insurance contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY 6.3 The Company will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY The Company will be responsible for assisting obligated to assist the Board in carrying out its duties in this regard and responsibilities under the Mixed and Shared Funding Exemptive Order by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY Company to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 6.4 If a majority of the Board Board, or a majority of its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists affecting LIFE COMPANYwith regard to contract owner investments in the Fund, LIFE COMPANYthe Board shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board determines that Company is a relevant Participating Company or Plan with respect to said conflict, Company shall at its expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Board's disinterested TrusteesBoard members), will take any steps such action as is necessary to remedy or eliminate the irreconcilable material conflict, up to and including; . Such necessary action may include but shall not be limited to: (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST Fund or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of TRUSTFund, 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., i.e variable annuity or variable life insurance Contract contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANYthe Company's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY the Company may be required, at the election of TRUST, Fund to withdraw the Separate Account's investment in 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 Section 5.4Article, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will TRUST Fund or ADVISER its investment adviser (or any other investment adviser of TRUSTFund) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY the Company shall not be required by this Section 5.4 Article to establish a new funding medium for any Variable 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.] 5.5 6.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANYthe Company. 5.6 LIFE COMPANY 6.6 No less than annually, the Company shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board. 6.7 If and to the extent Rule 6e-2 and Rule 6e-3(T) are amended, or if Rule 6e-3 is adopted, to provide exemptive relief from any provision of the '40 Act or the rules thereunder with respect to mixed and shared funding on terms and conditions materially different from any exemptions granted in the Mixed and Shared Funding Exemptive Order, then Fund, and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and Rule 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such Rules are applicable. 6.8 The Company acknowledges it has been advised by Fund that it may be appropriate for Company to disclose the potential risks of mixed and shared funding in prospectuses or other applicable disclosure documents.

Potential Conflicts. 5.1 7.1. The parties to this Agreement acknowledge that TRUST has received the Trust intends to file an application with the SEC to request an order from (the SEC "Exemptive Order") granting relief from various provisions of the '40 1940 Act and the rules thereunder to the extent necessary to permit TRUST Trust shares to be sold to and held by Variable Contract variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and other Qualified PlansPersons (as defined in Section 2.8). The It is anticipated that the Exemptive Order requires TRUST Order, when and if issued, shall require the Trust and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. VII. If the Exemptive Order imposes conditions on the Company materially different from those provided for in this Article VII and the Company elects not to comply with such materially different conditions, the Trust shall have the right to require the Company to redeem the Account's investment in the Trust, in accordance with Section 10.4. of this Agreement. The TRUST Trust will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.the Company hereby. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUST7.2. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST are being managed; (e) a difference in voting instructions given by Variable Contract variable annuity contract and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsProduct Owners. 5.3 LIFE COMPANY 7.3. The Company will report any potential or existing conflicts of which it becomes aware promptly to the Trust Board. LIFE COMPANY will , and in particular whenever Contract Owner voting instructions are disregarded, and shall be responsible for assisting the Trust Board in carrying out its duties responsibilities in this regard by providing connection with the Board with all information reasonably necessary for the Board to consider any issues raisedExemptive Order. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY Company agrees to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These carry out such responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract ownersOwners. 5.4 7.4. If a majority of the Board Trust Board, or a majority of its disinterested Disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANYwith regard to Contract Owner investments in the Trust, LIFE COMPANYthe Trust Board shall give prompt notice to all Participating Insurance Companies. If the Trust Board determines that the Company is responsible for causing or creating said conflict, the Company shall at its no cost and expense to the Trust, and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Disinterested Trustees), will take any steps such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, up to and including; but shall not be limited to: (a) withdrawing Withdrawing the assets allocable to some or all of the Separate Accounts Account from TRUST or any Portfolio thereof the Trust and reinvesting those such assets in a different investment medium, which may include another Portfolio of TRUST, medium 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 and as appropriate, segregating the assets of any appropriate group Owners; (i.e., variable annuity or variable life insurance Contract owners of one or more Participating Insurance Companiesb) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing Establishing a new registered management investment company (or series thereof) or managed separate accountcompany. 7.5. If a material irreconcilable conflict arises because as a result of LIFE COMPANY's a decision by the Company to disregard Variable Contract owner Owner voting instructions, instructions and that said decision represents a minority position or would preclude a majority votevote by all Contract Owners having an interest in the Trust, LIFE COMPANY the Company may be required, at the election of TRUSTTrust Board's election, to withdraw the Separate Account's investment in 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 ownersTrust. 7.6. For the purposes of this Section 5.4Article, a majority of the disinterested members of the Board Disinterested Trustees shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) shall the Trust be required to bear the expense of establishing a new funding medium for any Contract. The Company shall not be required by this Article to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable Contracts [Contract if any an offer to do so has been declined by a vote of a majority of Variable the Contract owners Owners materially and adversely affected by the irreconcilable material conflict.] 5.5 The Board's determination of 7.7. materially different from those contained in the existence of an irreconcilable material conflict Exemptive Order, then (a) the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time submit 6e-3(T), as amended, or Rule 6e-3, as adopted, as applicable, to the Board extent such reportsrules are applicable, materials and (b) Sections 7.2 through 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 data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.adopted.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions Board of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts Trustees of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The MANAGERS TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially (the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board "Boards") will monitor TRUST and MANAGERS TRUST, respectively, (collectively the "Funds"), for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of all separate accounts and with participants of Qualified Plans Participating Insurance Company Separate Accounts investing in TRUSTthe Funds. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (a) an action by any state insurance regulatory authorityauthority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST the Funds are being managed; (e) a difference in voting instructions given by Variable Contract ownersvariable 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 owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsowners. 5.3 5.2 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the BoardBoards. LIFE COMPANY will be responsible for assisting the each appropriate Board in carrying out its duties responsibilities under the Conditions set forth in this regard the notice issued by the SEC for the Funds on April 12, 1995 (the "Notice") (Investment Company Act Release No. 21003), which LIFE COMPANY has reviewed, by providing the each appropriate Board with all information reasonably necessary for the Board it to consider any issues raised. The This responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the each appropriate Board whenever it has determined to disregard Variable Contract owner voting instructionsinstructions are disregarded by LIFE COMPANY. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 5.3 If a majority of the Board of a Fund or a majority of its disinterested Trusteestrustees or directors, determines that a material irreconcilable conflict exists exists, affecting the LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trusteestrustees or directors), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; : (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST the Funds or any Portfolio series thereof and reinvesting those assets in a different investment medium, which may include another Portfolio series of TRUST or MANAGERS 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 and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity or variable life insurance Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (cb) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUSTthe relevant Fund, to withdraw the its Separate Account's investment in TRUSTsuch Fund, 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 5.45.3, a majority of the disinterested members of the applicable Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST the relevant Fund or ADVISER NB MANAGEMENT (or any other investment adviser of TRUSTthe Funds) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 5.3 to establish a new funding medium for any Variable Contracts [Contract 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.] 5.5 The 5.4 Any Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 5.5 No less than annually, LIFE COMPANY shall from time to time submit to the Board Boards such reports, materials or data as the Board such Boards may reasonably request so that the Board Boards may fully carry out its the obligations under this Article V.imposed upon them by these Conditions. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the applicable Boards.

Potential Conflicts. 5.1 6.1 The parties acknowledge that TRUST has received Fund filed an application with the SEC requesting an order from the SEC granting relief from various provisions of the '‘40 Act and the rules thereunder to the extent necessary to permit TRUST shares Fund Shares to be sold to and held by Variable Contract variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The It is anticipated that such exemptive order (the “Mixed and Shared Funding Exemptive Order requires TRUST Order”), when and if issued, shall require Fund and each Participating Insurance Company and Plan to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it Article. If the Mixed and Shared Funding Exemptive Order imposes substantially conditions materially different from those provided for in this Article, the same conditions and undertakings as are imposed on LIFE COMPANY by the Mixed and Shared Funding Exemptive Order shall govern this Article V.Agreement and the parties hereto agree to amend this Agreement consistent with the Mixed and Shared Funding Exemptive Order. 5.2 6.2 The Fund’s Board will monitor TRUST the Fund for the existence of any material irreconcilable conflict between and among the interests of the Variable Contract owners of all separate accounts Participating Companies and with participants of Qualified Plan Participants and Plans investing in TRUSTthe Fund, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST Fund are being managed; (e) a difference in voting instructions given by Variable Contract variable annuity and variable life insurance contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY 6.3 The Company will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY The Company will be responsible for assisting obligated to assist the Board in carrying out its duties in this regard and responsibilities under the Mixed and Shared Funding Exemptive Order by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY Company to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 6.4 If a majority of the Board Board, or a majority of its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists affecting LIFE COMPANYwith regard to contract owner investments in the Fund, LIFE COMPANYthe Board shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board determines that Company is a relevant Participating Company or Plan with respect to said conflict, Company shall at its expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Board's disinterested TrusteesBoard members), will take any steps such action as is necessary to remedy or eliminate the irreconcilable material conflict, up to and including; . Such necessary action may include but shall not be limited to: (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST Fund or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of TRUSTFund, 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., i.e variable annuity or variable life insurance Contract contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's the Company’s decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY the Company may be required, at the election of TRUST, Fund to withdraw the Separate Account's ’s investment in 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 Section 5.4Article, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will TRUST Fund or ADVISER its investment adviser (or any other investment adviser of TRUSTFund) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY the Company shall not be required by this Section 5.4 Article to establish a new funding medium for any Variable 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.] 5.5 6.5 The Board's ’s determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANYthe Company. 5.6 LIFE COMPANY 6.6 No less than annually, the Company shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board. 6.7 If and to the extent Rule 6e-2 and Rule 6e-3(T) are amended, or if Rule 6e-3 is adopted, to provide exemptive relief from any provision of the ‘40 Act or the rules thereunder with respect to mixed and shared funding on terms and conditions materially different from any exemptions granted in the Mixed and Shared Funding Exemptive Order, then Fund, and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and Rule 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such Rules are applicable.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '`40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.hereby. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUST. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 No less than annually, LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUST. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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., i.e. variable annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '’40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. The TRUST will not enter into a participation agreement with any other Participating Life Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.COMPANIES hereby. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of or Qualified Plans investing in TRUST. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling or any similar action by insurance, tax or securities regulatory [page break] authorities: ; (c) an administrative or judicial decision in any an relevant proceeding; (d) the manner in which the investments investment of TRUST are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Participation Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY COMPANIES will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY COMPANIES will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY COMPANIES to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY COMPANIES will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANYCOMPANIES, LIFE COMPANYCOMPANIES, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's ’s disinterested Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which with may include another Portfolio of 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 any appropriate group (i.e., variable annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's COMPANIES’ decision to disregard Variable Contract owner voting instructions, and that the decision represents a minority position or would preclude a majority vote, LIFE COMPANY COMPANIES may be required, at the election of TRUST, to withdraw the Separate Account's ’s investment in 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 purpose of this Section 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY COMPANIES shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's ’s determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY.COMPANIES. [page break] 5.6 No less than annually, LIFE COMPANY COMPANIES shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board.

Potential Conflicts. 5.1 The parties acknowledge Even though there may be no actual conflict, there are potential conflicts. Differences in your interests and objectives that TRUST has received an order from may develop over time could make one approach more favorable to one or the SEC granting relief from various provisions other, or could lead to disputes between the two of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to you. In representing multiple clients, it is understood that we will be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between balancing interests rather than asserting the interests of Variable Contract owners only one party. While this potential conflict is unlikely to develop into an actual conflict, given the fact that Apple will have sole and exclusive right to control patent prosecutions, you should be aware of all separate accounts the possibility. Under the applicable Rules of Professional Conduct relating to representation of multiple clients where there may be actual or potential conflicts of interest between or among them, as noted above, we must obtain your written consent to the joint representation. This letter, when executed, will confirm our agreement and your consent to our firm’s representation of both Crucible IP and Apple in the referenced matter, and your waiver of the potential conflicts of interest that this joint representation poses. In this regard, as sophisticated consumers of legal services and with participants your own in-house and outside counsel, we must nevertheless briefly discuss the pros and cons of Qualified Plans investing the requested waiver. xxx.xxxxxxxxxxxx.xxx Patent Counsel Joint Engagement LettervFINAL Crucible Intellectual Property LLC Apple, Inc. August 2, 2010 Implications of joint representation for privileges: In addition to dealing with potential disagreements as to strategies and tactics, a joint representation has implications on the attorney client privilege and confidentiality. As to the attorney client privilege, the prevailing rule is that as between commonly represented clients, the privilege does not attach. Hence, should any future dispute between Crucible IP and Apple concerning this engagement lead to litigation, the privilege will not protect such communications on the subject of the joint engagement that were commonly shared. As to confidentiality, neither Apple nor Crucible IP should have any expectation that information provided to us in TRUSTconnection with this engagement will be kept confidential from the other. An irreconcilable While we will protect your confidences against disclosure to third persons, you should not expect that information provided to us in connection with this specific engagement will be kept confidential from Apple or Crucible IP. Because we will have the same duty of loyalty to each, such information will be shared and the Firm conceivably could have to withdraw if one of you decides that some matter material conflict to the representation should be kept from the other. Further, in light of the fact that the Firm is already counsel to Apple as previously noted, in the event of any dispute between you regarding our engagement, Crucible IP agrees that we may arise for continue to represent Apple and may withdraw from representing Crucible IP, and may use in the continuing representation of Apple any information that we learned during the course of joint representation. In addition, as you know, the Firm represents many different clients with diverse interests. Many of our clients compete with one another and do business with one another. As discussed above, we are precluded by the Rules of Professional Conduct from representing a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) client in 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 matter in which the investments of TRUST client’s interests are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only adverse to the interests of the Variable Contract owners. 5.4 If a majority another client of the Board firm, even if those matters are totally unrelated to each other, absent the written consent of both clients. In the future, we may be asked to represent another client in a transaction or majority of its disinterested Trusteesdispute adverse to Crucible IP, determines where that a material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY, at its expense and transaction or dispute is unrelated to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees)matter involved in this representation. For that circumstance, will take we also ask that Crucible IP give us advance consent at this time to any steps necessary to remedy or eliminate the irreconcilable material conflict, up to such representation and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or that it waive any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) conflicts that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; representation would present. By signing the consent set forth below, each of you agrees to our joint representation of each of you in this engagement and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable agrees not to assert any conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructionsinterest based upon this joint representation, and notwithstanding any adversity that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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 conflictdevelop.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions Board of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts Trustees of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The MANAGERS TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially (the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board "Boards") will monitor TRUST and MANAGERS TRUST, respectively, (collectively the "Funds"), for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of all separate accounts and with participants of Qualified Plans Participating Insurance Company Separate Accounts investing in TRUSTthe Funds. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (a) an action by any state insurance regulatory authorityauthority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST the Funds are being managed; (e) a difference in voting instructions given by Variable Contract ownersvariable 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 owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsowners. 5.3 5.2 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the BoardBoards. LIFE COMPANY will be responsible for assisting the each appropriate Board in carrying out its duties responsibilities under the Conditions set forth in this regard the notice issued by the SEC for the Funds on April 12, 1995 (the "Notice") (Investment Company Act Release No. 21003), which LIFE COMPANY has reviewed, by providing the each appropriate Board with all information reasonably necessary for the Board it to consider any issues raised. The This responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the each appropriate Board whenever it has determined to disregard Variable Contract owner voting instructionsinstructions are disregarded by LIFE COMPANY. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 5.3 If a majority of the Board of a Fund or a majority of its disinterested Trusteestrustees or directors, determines that a material irreconcilable conflict exists exists, affecting the LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trusteestrustees or directors), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; : (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST the Funds or any Portfolio series thereof and reinvesting those assets in a different investment medium, which may include another Portfolio series of TRUST or MANAGERS 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 and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity or variable life insurance Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (cb) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUSTthe relevant Fund, to withdraw the its Separate Account's investment in TRUSTsuch Fund, 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 5.45.3, a majority of the disinterested members of the applicable Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST the relevant Fund or ADVISER N B MANAGEMENT (or any other investment adviser of TRUSTthe Funds) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 5.3 to establish a new funding medium for any Variable Contracts [Contract 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.] 5.5 The 5.4 Any Board's determination of the existence of an irreconcilable material conflict and its implications 1mplications shall be made known promptly and in writing to LIFE COMPANY. 5.6 5.5 No less than annually, LIFE COMPANY shall from time to time submit to the Board Boards such reports, materials or data as the Board such Boards may reasonably request so that the Board Boards may fully carry out its the obligations under this Article V.imposed upon them by these Conditions. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the applicable Boards.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.hereby. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUST. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.becomes

Potential Conflicts. 5.1 The If and during the time that the Trust engages in activities that require a Mixed and Shared Funding Exemptive Order, the parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to shall comply with the conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.VII. 5.2 7.1 The Board will monitor TRUST the Trust for the existence of any material irreconcilable conflict (1) between the interests of Variable Contract owners of all separate accounts variable annuity contracts and with participants variable life insurance policies, and (2) between the interests of Qualified Plans investing owners of Contracts issued by different participating life insurance companies that invest in TRUSTthe Trust. A. The Board shall promptly inform Hartford if it determines that a material irreconcilable conflict exists and the implications thereof. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling ruling, no-action or interpretive 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 TRUST any Fund are being managed; (e) a difference in voting instructions given by Variable variable annuity and variable life insurance Contract owners; or (f) disregard of a decision by a Participating Insurance Company to disregard the Contract owner's voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsinstructions. 5.3 LIFE COMPANY 7.2 Hartford will report any potential or existing conflicts material irreconcilable conflict of which it becomes is aware to the Board. LIFE COMPANY This includes, but is not limited to, an obligation by Hartford to inform the Board whenever Contract owner voting instructions are disregarded. Hartford will be responsible for assisting the Board in carrying out its duties responsibilities under any Mixed and Shared Funding Exemptive Order, or. if the Trust is engaged in this regard mixed funding or shared funding in reliance on Rule 6e-2, 6e-3(T), or any other regulation under the 1940 Act, Hartford will be responsible for assisting the Board in carrying out its responsibilities under such regulation, by providing the Board with access to all information reasonably necessary for the Board to consider any issues raised. The Hartford shall carry out its responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out under this Article 7.2 with a view only to the interests of the Variable Contract owners. 5.4 7.3 If it is determined by a majority of the Board Trust's Board, or a majority of its disinterested Independent Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANYdue to issues relating to the Contracts, LIFE COMPANYHartford will, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees)practicable, will take any whatever steps it can which are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all , without limitation, withdrawal of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUSTthe Funds, and no 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time 7.4 Hartford and the Adviser, at least annually, will submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its the obligations under this Article V.imposed upon them. All reports received by the Board of potential or existing conflicts, and all Board action with regard to determining the existence of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the minutes of the Board or other appropriate records, and such minutes or other records shall be made available to the SEC upon request.

Potential Conflicts. 5.1 The If and during the time that the Trust engages in activities that require a Mixed and Shared Funding Exemptive Order, the parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to shall comply with the conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.VII. 5.2 7.1 The Board will monitor TRUST the Trust for the existence of any material irreconcilable conflict (1) between the interests of Variable Contract owners of all separate accounts variable annuity contracts and with participants variable life insurance policies, and (2) between the interests of Qualified Plans investing owners of Contracts issued by different participating life insurance companies that invest in TRUSTthe Trust. A. The Board shall promptly inform Hartford if it determines that a material irreconcilable conflict exists and the implications thereof. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling ruling, no-action or interpretive 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 TRUST any Fund are being managed; (e) a difference in voting instructions given by Variable variable annuity and variable life insurance Contract owners; or (f) disregard of a decision by a Participating Insurance Company to disregard the Contract owner's voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsinstructions. 5.3 LIFE COMPANY 7.2 Hartford will report any potential or existing conflicts material irreconcilable conflict of which it becomes is aware to the Board. LIFE COMPANY This includes, but is not limited to, an obligation by Hartford to inform the Board whenever Contract owner voting instructions are disregarded. Hartford will be responsible for assisting the Board in carrying out its duties responsibilities under any Mixed and Shared Funding Exemptive Order, or, if the Trust is engaged in this regard mixed funding or shared funding in reliance on Rule 6e-2, 6e-3(T), or any other regulation under the 1940 Act. Hartford will be responsible for assisting the Board in carrying out its responsibilities under such regulation, by providing the Board with access to all information reasonably necessary for the Board to consider any issues raised. The Hartford shall carry out its responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out under this Article 7.2 with a view only to the interests of the Variable Contract owners. 5.4 7.3 If it is determined by a majority of the Board Trust's Board, or a majority of its disinterested Independent Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANYdue to issues relating to the Contracts. Hartford will, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees)practicable, will take any whatever steps it can which are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all , without limitation, withdrawal of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no the Funds. 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time 7.4 Hartford and the Adviser, at least annually, will submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its the obligations under this Article V.imposed upon them. All reports received by the Board of potential or existing conflicts, and all Board action with regard to determining the existence of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the minutes of the Board or other appropriate records, and such minutes or other records shall be made available to the SEC upon request.

Potential Conflicts. 5.1 The (a) During such time as the Investment Company engages in Mixed Funding or Shared Funding, the parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to hereto shall comply with the conditions and undertakings substantially as provided in this Article V. Section 4. (b) The TRUST will not enter into a participation agreement with any other Participating Insurance Investment Company’s Board of Trustees shall monitor the Investment Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict (i) between the interests of Variable Contract owners of all separate accounts variable annuity contracts and with participants variable life insurance policies, and (ii) between the interests of Qualified Plans investing owners of variable annuity contracts and variable life insurance policies issued by different Participating Life Insurance Companies that invest in TRUSTthe Investment Company. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (aiii) an action by any state insurance regulatory authority; (biv) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling ruling, no-action or interpretive letter, or any similar action by insurance, tax tax, or securities regulatory authorities: ; (cv) an administrative or judicial decision in any relevant proceeding; (dvi) the manner in which the investments of TRUST any Fund of the Investment Company are being managed; (evii) a difference in voting instructions given by Variable Contract variable annuity and variable life insurance contract owners; or (fviii) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners of variable annuity contracts and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsvariable life insurance policies. 5.3 LIFE COMPANY will (c) The Insurer agrees that it shall report any potential or existing conflicts of which it becomes is aware to the BoardInvestment Company’s Board of Trustees. LIFE COMPANY The Insurer will be responsible for assisting the Board of Trustees of the Investment Company in carrying out its duties responsibilities under the Mixed and Shared Funding Exemptive Order, or, if the Investment Company is engaged in this regard Mixed Funding or Shared Funding in reliance on Rule 6e-2, 6e-3(T), or any other regulation under the 1940 Act, the Insurer will be responsible for assisting the Board of Trustees of the Investment Company in carrying out its responsibilities under such regulation, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility This includes, but is not limited to, an obligation by the LIFE COMPANY Insurer to inform the Board whenever it has determined to disregard Variable Contract owner Owner voting instructionsinstructions are disregarded. These responsibilities of LIFE COMPANY will be carried The Insurer shall carry out its responsibility under this Section 4(c) with a view only to the interests of the Variable Contract ownersOwners. 5.4 If (d) The Insurer agrees that in the event that it is determined by a majority of the Board of Trustees of the Investment Company or a majority of its the Investment Company’s disinterested Trustees, determines Trustees that a material irreconcilable conflict exists affecting LIFE COMPANYexists, LIFE COMPANYthe Insurer shall, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested TrusteesTrustees of the Board of the Investment Company), will take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including; : (ai) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST the Investment Company or any Portfolio thereof Fund and reinvesting those such assets in a different investment medium, which may include including another Portfolio portfolio of TRUSTthe Investment Company, 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 Owners and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners or variable life insurance Contract contract owners of contracts issued by one or more Participating Insurance Companies) ), that votes in favor of such segregation, or offering to the affected Variable Contract owners Owners the option of making such a change; and (cii) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's the Insurer’s decision to disregard Variable Contract owner Owners’ voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may the Insurer shall be required, at the election of TRUSTInvestment Company’s election, to withdraw the Separate Account's Accounts’ investment in TRUSTthe Investment Company, 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, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action These responsibilities shall be carried out with a view only to the interests of the Variable Contract ownersOwners. For the purposes of this Section 5.4, a A majority of the disinterested members Trustees of the Board Investment Company shall determine whether or not any proposed action adequately remedies any material irreconcilable material conflict, but in no event will TRUST the Investment Company or ADVISER (or any other its investment adviser of TRUST) or the Distributor be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY The Insurer shall not be required by this Section 5.4 4(d) to establish a new funding medium for any Variable Contracts [Contract if any offer to do so has been declined by a vote of a majority of Variable Contract owners Owners materially and adversely affected by the material irreconcilable material conflict.] 5.5 (e) The Insurer, at least annually, shall submit to the Investment Company’s Board of Trustees such reports, materials, or data as the Board reasonably may request so that the Trustees of the Investment Company may fully carry out the obligations imposed upon the Board by the conditions contained in the application for the Mixed and Shared Funding Exemptive Order and said reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board's . (f) All reports of potential or existing conflicts received by the Investment Company’s Board of Trustees, and all Board action with regard to determining the existence of a conflict, notifying Participating Insurance Companies of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the minutes of the Board of Trustees of the Investment Company or other appropriate records, and such minutes or other records shall be made available to the SEC upon request. (g) The Board of Trustees of the Investment Company shall promptly notify the Insurer in writing of its determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANYimplications. 5.6 LIFE COMPANY shall from time to time submit (h) The Investment Company and the Insurer agree that if and to the Board extent Rule 6e-2 or Rule 6e-3(T) under the 1940 Act is amended or if Rule 6e-3 is adopted in final form, to the extent applicable, the Investment Company and the Insurer shall each take such reportssteps as may be necessary to comply with the Rule as amended or adopted in final form. If, materials or data as in the Board may reasonably request so that future, the Board may fully carry out its obligations Mixed and Shared Funding Exemptive Order should no longer be necessary under applicable law, then this Article V.Section 4(h) shall continue in effect, and the remainder of Section 4 shall no longer apply. 5. PROSPECTUSES AND PROXY STATEMENTS;

Potential Conflicts. 5.1 The parties acknowledge that Board of Trustees of TRUST has received an order from (the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board "Board") will monitor TRUST for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of all separate accounts and with participants of Qualified Plans Participating Insurance Company Separate Accounts investing in the TRUST. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (a) an action by any state insurance regulatory authorityauthority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 are being managed; (e) a difference in voting instructions given by Variable Contract ownersvariable 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 owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsowners. 5.3 5.2 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties responsibilities under the Conditions set forth in this regard the notice issued by the SEC for the TRUST by providing the Board with all information reasonably necessary for the Board it to consider any issues raised. The This responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructionsinstructions are disregarded by LIFE COMPANY. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 5.3 If a majority of the Board or a majority of its disinterested Trustees, trustees determines that a material irreconcilable conflict exists exists, affecting the LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trusteestrustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; : (a) withdrawing the assets allocable to some or all of the Separate Accounts from the TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity or variable life insurance Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (cb) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of the TRUST, to withdraw the 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 5.45.3, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any material irreconcilable material conflict, but in no event will the TRUST or ADVISER (or any other investment adviser of the TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 5.3 to establish a new funding medium for any Variable Contracts [Contract 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.] 5.5 5.4 The Board's determination of the existence of an a material irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 5.5 No less than annually, the TRUST will request from the LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its the obligations under this Article V.imposed upon it by these Conditions. Such reports, materials, and data shall be requested more frequently if deemed appropriate by the Board.

Potential Conflicts. 5.1 The parties acknowledge that TRUST 12.1 UNUM has received reviewed a copy of an order from application for exemptive relief, as amended, filed by ACC on [ }, 19 , with the SEC granting relief from various provisions of Securities and Exchange Commission and, in particular, has reviewed the '40 Act and the rules thereunder conditions to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts requested relief set forth therein. As set forth in such application, the Board of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially Directors of ACC ("the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board Board") will monitor TRUST ACC for the existence of any material irreconcilable conflict between the interests interest of Variable Contract owners the Contractholders of all separate accounts and with participants of Qualified Plans investing in TRUSTACC. An irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling ruling, no-action or interpretative letter, or any similar action by insurance, tax tax, or securities regulatory authorities: ; (c) an and administrative or judicial Judicial decision in any relevant proceeding; (d) the manner in which the investments of TRUST any portfolio are being managed; (e) a difference in voting instructions given by Variable Contract ownersvariable annuity contractholders and variable life insurance contractholders; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract owners contractholders. The Board shall promptly inform UNUM if it determines that an irreconcilable material conflict exists and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participantsimplications thereof. 5.3 LIFE COMPANY 12.2 UNUM will report any potential or existing conflicts of which it becomes is aware to the Board. LIFE COMPANY UNUM will be responsible for assisting assist the Board in carrying out its duties in this regard responsibilities under the shared funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility This includes, but is not limited to, an obligation by the LIFE COMPANY UNUM to inform the Board whenever it has determined to disregard Variable Contract owner Contractholder voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract ownersinstructions are disregarded. 5.4 12.3 If a majority of the Board Board, or majority of its disinterested TrusteesDisinterested Board Members, determines that a material irreconcilable conflict exists affecting LIFE COMPANYwith Participating Companies. If the Board determines that UNUM is responsible for causing or creating said conflict, LIFE COMPANY, UNUM shall at its expense sole cost and expense, and to the extent reasonably practicable (as determined by at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Board's disinterested TrusteesDisinterested Board Members), will take any steps such action as in necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, up to and including; (a) withdrawing but shall not be limited to: a. Withdrawing the assets allocable to some or all of the Separate Accounts Account from TRUST or any Portfolio thereof the Fund and reinvesting those such assets in a different investment medium, which may include another Portfolio of TRUST, 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 and affect Contractholders and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners, life insurance contract owners, or variable life insurance Contract contract owners of one or more Participating Insurance Companies) that votes in favor of or such segregation, or offering to the affected Variable Contract owners Contractholders the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.and/or

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. hereby. 5.2 The Board will monitor TRUST for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUST. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. . 5.3 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trustees, determines that a material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of 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 annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The 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 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.

Potential Conflicts. 5.1 The parties acknowledge that TRUST has received FUND intends to file an application with the SEC to request an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST FUND shares to be sold to and held by Variable Contract variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The It is anticipated that the Exemptive Order requires TRUST Order, when and if issued, shall require FUND and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. If the Exemptive Order imposes conditions materially different from those provided for in this Section 5, the conditions and undertakings imposed by the Exemptive Order shall govern this Agreement and the parties hereto agree to amend this Agreement consistent with the Exemptive Order. The TRUST FUND will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE the COMPANY by this Article V.hereby. 5.2 The Board will monitor TRUST FUND for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUSTFUND. An irreconcilable material conflict may arise anise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling or any similar action by insurance, tax or securities regulatory authorities: ; (c) an administrative or judicial Judicial decision in any relevant proceeding; (d) the manner in which the investments of TRUST FUND are being managed; (e) a difference in voting instructions given by Variable Contract variable annuity and variable life insurance contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE The COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE The COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE the COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested Trusteesmembers, determines that a material irreconcilable conflict exists exists, affecting LIFE the COMPANY, LIFE the COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested Trusteesmembers), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST FUND or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of TRUSTFUND, 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 annuity or variable life insurance Contract contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE the COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE the COMPANY may be required, at the election of TRUST, FUND to withdraw the Separate Account's Accepts investment in 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 earned out with a view only to the interests of the Variable Contract owners. For the purposes of this Section 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will TRUST FUND or ADVISER (or any other investment adviser of TRUSTFUND) be required to establish a new funding medium for any Variable Contract. Further, LIFE the COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE the COMPANY. 5.6 LIFE No less frequently than annually, the COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board. 5.7 If and to the extent Rule 6e-2 and Rule 6e-3(T) are amended, or if Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 40 Actor the rules thereunder with respect to mixed and shared funding on terms and conditions materially different from any exemptions granted in the Exemptive Order, then FUND, and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and Rule 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such Rules are applicable.

Potential Conflicts. 5.1 The parties acknowledge that TRUST FUND has received an order from the SEC granting relief from various provisions of the '`40 Act and the rules thereunder to the extent necessary to permit TRUST FUND shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST the FUND and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. Section 5. The TRUST FUND will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V.hereby. 5.2 The Board will monitor TRUST FUND for the existence of any material irreconcilable conflict between the interests of Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in TRUSTFUND. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 TRUST FUND are being managed; (e) a difference in voting instructions given by Variable Contract owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. 5.3 LIFE COMPANY will report any potential or existing conflicts of which it becomes aware to the Board. LIFE COMPANY will be responsible for assisting the Board in carrying out its duties in this regard by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the LIFE COMPANY to inform the Board whenever it has determined to disregard Variable Contract owner voting instructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 5.4 If a majority of the Board or majority of its disinterested TrusteesDirectors, determines that a material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested TrusteesDirectors), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, up to and including; (a) withdrawing the assets allocable to some or all of the Separate Accounts from TRUST FUND or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of TRUSTFUND, 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., i.e variable annuity or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUSTFUND, to withdraw the Separate Account's investment in 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 Section 5.4, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will TRUST FUND or ADVISER (or any other investment adviser ADVISER of TRUSTFUND) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.4 to establish a new funding medium for any Variable 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.] 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 No less than annually, LIFE COMPANY shall from time to time submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations under this Article V.obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board.