Common use of Potential Conflicts Clause in Contracts

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

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

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

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

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

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

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

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

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

Potential Conflicts. 7.1 To the extent 8.1. If required by under the Shared Funding Exemptive Order or by applicable lawOrder, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract Contract owners of all separate accounts Accounts investing in the FundTrust. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract Contract owners; or (f) a decision by an insurer a Participating Insurance Company to disregard the voting instructions of contract owners. The Fund Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 The 8.2. If required under the Shared Funding Exemptive Order, the Company will report in writing any potential or existing material irreconcilable conflict of which it is aware to the Administrator. Upon receipt of such report, the Administrator shall report the potential or existing material irreconcilable conflict to the Board. The Administrator shall also report to the Board on a quarterly basis whether the Company has reported any potential or existing material irreconcilable conflicts between during the interests of contract owners of different separate accounts of which the Company is or becomes awareprevious calendar quarter. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable lawOrder, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract Contract owner voting instructions are disregarded. 7.3 8.3. If required under the Shared Funding Exemptive Order, the and it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract policy owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4 8.4. If required under the Shared Funding Exemptive Order, if a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the FundTrust's election, to withdraw the relevant affected Account's investment in the Fund Trust and terminate this AgreementAgreement with respect to such Account (at the Company's expense); provided, however, however that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any No charge or penalty will be imposed as a result of such withdrawal and termination will withdrawal. The Company agrees that it bears the responsibility to take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment remedial action in the Fund and terminate this Agreement within six months after the event of a Board informs the Company in writing that it has determined that such decision has created determination of an irreconcilable material conflict; providedconflict and the cost of such remedial action, however, that such withdrawal and termination shall these responsibilities will be limited carried out with a view only to the extent required by such material irreconcilable conflict as determined by a majority interests of the disinterested members of the BoardContract owners. 7.6 For 8.5. If required under the Shared Funding Exemptive Order, the, for purposes of Sections 7.3 8.3 through 7.6 8.4 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Trust be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 8.3 through 8.4 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 8.6. If required under the Shared Funding Exemptive Order, i and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; . 8.7. If required under the Shared Funding Exemptive Order, each of the Company and (b) Sections 3.4the Advisers shall at least annually submit to the Board such reports, 7.1, 7.2, 7.3, 7.4materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon them by the provisions hereof and in the Shared Funding Exemptive Order, and 7.5 said reports, materials and data shall be submitted more frequently if deemed appropriate by the Board. Without limiting the generality of this Agreement the foregoing or the Company’s obligations under Section 8.2, the Company shall continue in effect only provide to the extent that terms Administrator a written report to the Board no later than January 15th of each year indicating whether any material irreconcilable conflicts have arisen during the prior fiscal year of the Trust. All reports received by the Board of potential or existing conflicts, and conditions substantially identical all Board action with regard to determining the existence of a conflict, notifying Participating Insurance Companies of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the minutes of the Board or other appropriate records, and such Sections are contained in such Rule(s) as so amended minutes or adoptedother records shall be made available to the Securities and Exchange Commission upon request.

Potential Conflicts. 7.1 To the extent 8.1. If required by under the Shared Funding Exemptive Order or by applicable lawOrder, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract Contract owners of all separate accounts Accounts investing in the FundTrust. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract Contract owners; or (f) a decision by an insurer a Participating Insurance Company to disregard the voting instructions of contract owners. The Fund Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 The 8.2. If required under the Shared Funding Exemptive Order, the Company will report in writing any potential or existing material irreconcilable conflict of which it is aware to the Administrator. Upon receipt of such report, the Administrator shall report the potential or existing material irreconcilable conflict to the Board. The Administrator shall also report to the Board on a quarterly basis whether the Company has reported any potential or existing material irreconcilable conflicts between during the interests of contract owners of different separate accounts of which the Company is or becomes awareprevious calendar quarter. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable lawOrder, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract Contract owner voting instructions are disregarded. 7.3 8.3. If required under the Shared Funding Exemptive Order, and it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract policy owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4 8.4. If required under the Shared Funding Exemptive Order, if a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's Trust’s election, to withdraw the relevant affected Account's ’s investment in the Fund Trust and terminate this AgreementAgreement with respect to such Account (at the Company’s expense); provided, however, however that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any No charge or penalty will be imposed as a result of such withdrawal and termination will withdrawal. The Company agrees that it bears the responsibility to take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment remedial action in the Fund and terminate this Agreement within six months after the event of a Board informs the Company in writing that it has determined that such decision has created determination of an irreconcilable material conflict; providedconflict and the cost of such remedial action, however, that such withdrawal and termination shall these responsibilities will be limited carried out with a view only to the extent required by such material irreconcilable conflict as determined by a majority interests of the disinterested members of the BoardContract owners. 7.6 For 8.5. If required under the Shared Funding Exemptive Order, for purposes of Sections 7.3 8.3 through 7.6 8.4 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Trust be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 8.3 through 8.4 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 8.6. If required under the Shared Funding Exemptive Order, and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; . 8.7. If required under the Shared Funding Exemptive Order, each of the Company and (b) Sections 3.4the Adviser shall at least annually submit to the Board such reports, 7.1, 7.2, 7.3, 7.4materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon them by the provisions hereof and in the Shared Funding Exemptive Order, and 7.5 said reports, materials and data shall be submitted more frequently if deemed appropriate by the Board. Without limiting the generality of this Agreement the foregoing or the Company’s obligations under Section 8.2, the Company shall continue in effect only provide to the extent that terms Administrator a written report to the Board no later than January 15th of each year indicating whether any material irreconcilable conflicts have arisen during the prior fiscal year of the Trust. All reports received by the Board of potential or existing conflicts, and conditions substantially identical all Board action with regard to determining the existence of a conflict, notifying Participating Insurance Companies of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the minutes of the Board or other appropriate records, and such Sections are contained in such Rule(s) as so amended minutes or adoptedother records shall be made available to the Securities and Exchange Commission upon request.

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

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

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

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

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

Potential Conflicts. 7.1 To the extent 8.1. If required by under the Shared Funding Exemptive Order or by applicable lawOrder, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract Contract owners of all separate accounts Accounts investing in the FundTrust. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract Contract owners; or (f) a decision by an insurer a Participating Insurance Company to disregard the voting instructions of contract owners. The Fund Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 The 8.2. If required under the Shared Funding Exemptive Order, the Company will report in writing any potential or existing material irreconcilable conflict of which it is aware to the Administrator. Upon receipt of such report, the Administrator shall report the potential or existing material irreconcilable conflict to the Board. The Administrator shall also report to the Board on a quarterly basis whether the Company has reported any potential or existing material irreconcilable conflicts between during the interests of contract owners of different separate accounts of which the Company is or becomes awareprevious calendar quarter. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable lawOrder, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract Contract owner voting instructions are disregarded. 7.3 8.3. If required under the Shared Funding Exemptive Order, the and it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract policy owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4 8.4. If required under the Shared Funding Exemptive Order, if a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's Trust’s election, to withdraw the relevant affected Account's ’s investment in the Fund Trust and terminate this AgreementAgreement with respect to such Account (at the Company’s expense); provided, however, however that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any No charge or penalty will be imposed as a result of such withdrawal and termination will withdrawal. The Company agrees that it bears the responsibility to take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment remedial action in the Fund and terminate this Agreement within six months after the event of a Board informs the Company in writing that it has determined that such decision has created determination of an irreconcilable material conflict; providedconflict and the cost of such remedial action, however, that such withdrawal and termination shall these responsibilities will be limited carried out with a view only to the extent required by such material irreconcilable conflict as determined by a majority interests of the disinterested members of the BoardContract owners. 7.6 For 8.5. If required under the Shared Funding Exemptive Order, the, for purposes of Sections 7.3 8.3 through 7.6 8.4 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Trust be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 8.3 through 8.4 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 8.6. If required under the Shared Funding Exemptive Order, i and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; . 8.7. If required under the Shared Funding Exemptive Order, each of the Company and (b) Sections 3.4the Advisers shall at least annually submit to the Board such reports, 7.1, 7.2, 7.3, 7.4materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon them by the provisions hereof and in the Shared Funding Exemptive Order, and 7.5 said reports, materials and data shall be submitted more frequently if deemed appropriate by the Board. Without limiting the generality of this Agreement the foregoing or the Company’s obligations under Section 8.2, the Company shall continue in effect only provide to the extent that terms Administrator a written report to the Board no later than January 15th of each year indicating whether any material irreconcilable conflicts have arisen during the prior fiscal year of the Trust. All reports received by the Board of potential or existing conflicts, and conditions substantially identical all Board action with regard to determining the existence of a conflict, notifying Participating Insurance Companies of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the minutes of the Board or other appropriate records, and such Sections are contained in such Rule(s) as so amended minutes or adoptedother records shall be made available to the Securities and Exchange Commission upon request.

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

Potential Conflicts. 7.1 To 4.1 The parties acknowledge that the extent required by the Shared Funding Exemptive Order or by applicable lawTrust's shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trustees shall promptly inform the Company if it determines they determine that an irreconcilable material conflict exists and the implications thereof. 7.2 4.2 The Company will agrees to promptly report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includesraised including, but is not limited to, an obligation of information as to a decision by the Company to inform the Board whenever contract disregard Contract owner voting instructions are disregardedinstructions. 7.3 4.3 If it is determined by a majority of the BoardTrustees, or a majority of its disinterested trusteesTrustees who are not "interested persons" of the Trust (as such term is defined in the 1940 Act) (Disinterested Trustees"), that a material irreconcilable conflict existsexists that affects the interests of Contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its expense and to the extent reasonably practicable (as determined by the Trustees and the Company) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include, without limitation: (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 4.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the FundTrust's election, to withdraw the relevant affected Account's investment in the Fund Trust and terminate this AgreementAgreement with respect to such Account; provided, however, however that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. Any such withdrawal and termination will must take place within six (6) months after the Fund Trust gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust. 7.5 4.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund Trust and terminate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the BoardTrust. 7.6 4.6 For purposes of Sections 7.3 4.3 through 7.6 4.5 of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any irreconcilable material conflictconflict with respect to any Account, but in no event will the Fund Company be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund Trust and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination, ; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. 7.7 4.7 The Company shall at least annually submit to the Trustees such reports, materials or data as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed upon them by the Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Trustees. 4.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

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

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

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

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

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

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

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

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

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

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the Board of Trustees of the Fund (the "Board") The Directors will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts (including the Contract holders) investing in the FundPortfolios. An A material irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal insurance (including federal, state or state insuranceother jurisdiction), tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative interpretive letter, or any similar action by insurance, tax, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. A majority of Directors will consist of persons who are not “interested” persons of the Fund. The Fund Directors shall promptly inform the Company if it determines they determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2 The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Directors and, upon request by the Fund, shall provide the Fund with written notification that the Company is or becomes awarenot aware of any conflict, if such is the case. The Company will assist the Board Directors in carrying out its their responsibilities under any applicable provisions of the Shared Funding federal securities laws and/or any exemptive orders granted by the SEC, including the Exemptive Order and under applicable lawOrder, by providing the Board Directors with all information reasonably necessary for the Board Directors to consider any issues raised. This includes, but is not limited to, an obligation of by the Company to inform the Board Directors whenever contract owner Contract holder voting instructions are disregarded. To the extent the Company does not implement pass-through voting for the Fund’s proxy votes, the Company acknowledges that: (i) the Company’s disregard of voting instructions may conflict with the majority of Contract holders’ voting instructions; and (ii) the Company’s action could preclude a majority vote approving a proposed change or could represent a minority view. If the Company does not implement pass-through voting for the fund’s proxy votes and the Company’s judgment represents a minority position or would preclude a majority vote, then the Company may be required, at the Fund’s election, to withdraw the Accounts’ investment in the Portfolios. Other than possible decline in the value of an Account due to fluctuations in the NAV of the Portfolios, no charge or penalty will be imposed as a result of such withdrawal. 7.3 If it is determined by a majority of the BoardDirectors, or a majority of its disinterested trusteesDirectors, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shallmay, at their its expense and to the extent reasonably practicable (as determined by a majority of disinterested Directors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners holders and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners Contract holders the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed by the Fund on the Company as a result of any withdrawal outlined above and the Company will carry out these responsibilities with a view only to the interests of the Contract holders. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the relevant Account's investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to the Company conflicts with the majority of other state insurance regulators, then the Company will withdraw the affected Account's ’s investment in the Fund Portfolio(s) and terminate this Agreement with respect to such Account within six (6) months after the Board informs Directors inform the Company in writing that it has the Directors have determined that such decision has created an material irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Directors. Until the end of the Boardforegoing six (6) month period, DFAS and the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Portfolios. 7.6 7.5 For purposes of Sections 7.3 through 7.6 7.5 of this Agreement, a majority of the disinterested members of the Board Directors shall determine whether any proposed action adequately remedies any material irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners holders materially adversely affected by the material irreconcilable material conflict. In the event that the Board determines Directors determine that any proposed action does not adequately remedy any material irreconcilable material conflict, then the Company will withdraw the an Account's ’s investment in the Fund Portfolios and terminate this Agreement within six (6) months after the Board informs Directors inform the Company in writing of the foregoing determination, ; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Boardconflict. 7.7 7.6 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Orderany exemptive order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or Participating Insurance Companiesthe Company, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T6e-3 (T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4and (b) this Section 7 shall be deemed to incorporate such new terms and conditions, and 7.5 any term or conditions of this Agreement Section 7 that is inconsistent therewith, shall continue be deemed to be succeeded thereby. 7.7 All reports received by the Directors of potential or existing conflicts (including those received from the Company pursuant to Section 7.2), and all action by the Directors with regard to determining the existence of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in effect only the minutes of the Directors or other appropriate records, and such minutes or other records shall be made available to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adoptedSEC upon request.

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

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

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

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

Potential Conflicts. 7.1 To 4.1 The parties acknowledge that the extent required by the Shared Funding Exemptive Order or by applicable lawFund’s Shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees Directors of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An material irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund shall promptly inform the Company in writing if it determines the Directors determine that an any material irreconcilable material conflict exists and the implications thereof. The parties to this Agreement agree that the conditions or undertakings specified in the Shared Funding Exemptive Order that may be imposed on the Company, the Fund and/or the Underwriter will be incorporated herein by reference, and such parties agree to comply with such conditions and undertakings to the extent applicable to each such party. 7.2 4.2 The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareBoard. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable lawOrder, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract Contract owner voting instructions are to be disregarded. Such responsibilities shall be carried out by the Company with a view only to the interests of its Contract owners. 7.3 4.3 If it is determined by a majority of the Board, or a majority of its disinterested trusteesthe Fund’s Directors who are not affiliated with the Adviser or the Underwriter (the “Disinterested Directors”), that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of Disinterested Directors), take whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, which steps could include: up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract Contract owners, life insurance contract Contract owners, or variable contract Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4 4.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's ’s election, to withdraw the relevant affected Account's ’s investment in the Fund and terminate this AgreementAgreement with respect to such Account; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the BoardDisinterested Directors. Any such withdrawal and termination will must take place within six (6) months after the Fund gives written notice that this provision is being implemented, subject to applicable law but in any event consistent with the terms of the Shared Funding Exemptive Order and until the end of that six (6) month period, the Fund and the Underwriter shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.5 4.5 If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's ’s investment in the Fund and terminate this Agreement with respect to such Account within six (6) months after the Board informs the Company in writing that it has determined that such decision has created an material irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Disinterested Directors. Until the end of that six (6) month period, the Fund and the Underwriter shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the BoardFund. 7.6 4.6 For purposes of Sections 7.3 4.3 through 7.6 4.6 of this Agreement, a majority of the disinterested members of the Board Disinterested Directors shall determine whether any proposed action adequately remedies any a material irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 8.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any a material irreconcilable material conflict, then the Company will withdraw the Account's ’s investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, ; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the BoardDisinterested Directors. 7.7 4.7 Upon request, the Company shall submit to the Directors such reports, materials or data as the Directors may reasonably request so that the Directors may fully carry out the duties imposed upon them by the Shared Funding Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Directors. 4.8 If and to the extent that (a) Rule 6e-2 and Rule 6e-3(T6e-3 (T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, or (b) the Shared Funding Exemptive Order is granted on terms and conditions that differ from those set forth in this Article 4, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T6e-3 (T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; , and (b) Sections 3.42.16, 7.14.1, 7.24.2, 7.34.3, 7.4, 4.4 and 7.5 4.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To (a) The Company has received a copy of an application for exemptive relief, as amended, filed by ACIM (then known as Investors Research Corporation) on December 21, 1987, with the extent required SEC and the order issued by the SEC in response thereto (the "Shared Funding Exemptive Order or by applicable lawOrder"). The Company has reviewed the conditions to the requested relief set forth in such application for exemptive relief. As set forth in such application, the Board of Trustees Directors of the Fund Issuer (the "Board") will monitor the Fund Issuer for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts ("Participating Companies") investing in funds of the FundIssuer. An irreconcilable material conflict may arise for a variety of reasons, including: (ai) an action by any state insurance regulatory authority; (bii) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action actions by insurance, tax, tax or securities regulatory authorities; (ciii) an administrative or judicial decision in any relevant proceeding; (div) the manner in which the investments of any Portfolio portfolio are being managed; (ev) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract owners; or (fvi) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 (b) The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareBoard. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3 (c) If it is determined by a majority of the Board, or a majority of its disinterested trusteesBoard members, determines that a material irreconcilable conflict existsexists with regard to Contract owner investments in a Fund, the Board shall give prompt notice to all Participating Companies. If the Board determines that the Company is responsible for causing or creating said conflict, the Company shall at its sole cost and other Participating Insurance Companies shallexpense, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material conflict, which steps could include. Such necessary action may include but shall not be limited to: (1i) withdrawing the assets allocable to some or all of the separate accounts Account from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, medium or submitting the question of whether such segregation should be implemented to a vote of all affected Contract contract owners and, and as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and and/or (2ii) establishing a new registered management investment company or managed separate account. 7.4 (d) If a material irreconcilable conflict arises because as a result of a decision by the Company to disregard Contract its contract owner voting 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 Issuer, the Company at its sole cost, may be required, at the FundBoard's election, to withdraw the relevant an Account's investment in the Fund Issuer and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 (e) For purposes of Sections 7.3 through 7.6 the purpose of this AgreementSection 11, a majority of the disinterested Board members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Issuer be required to establish a new funding medium for the Contractsany Contract. The Company shall not be required by this Section 7.3 11 to establish a new funding medium for the Contracts any Contract if an offer to do so has been declined by vote of a majority of the Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

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

Potential Conflicts. 7.1 To 4.1 The Parties acknowledge that the extent required by the Shared Funding Exemptive Order or by applicable lawTrust's Shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownerspolicyowners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trustees shall promptly inform the Company if it determines they determine that an irreconcilable material conflict exists and the implications thereof. 7.2 4.2 The Company will agrees to promptly report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includesraised including, but is not limited to, an obligation of information as to a decision by the Company to inform the Board whenever contract disregard Contract owner voting instructions are disregardedinstructions. 7.3 4.3 If it is determined by a majority of the BoardTrustees, or a majority of its disinterested trusteesTrustees, that a material irreconcilable conflict existsexists that affects the interests of Contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trustees) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: : (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 4.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the FundTrust's election, to withdraw the relevant each affected Account's investment in the Fund Trust and terminate this AgreementAgreement with respect to such Account; provided, however, however that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. Any such withdrawal and termination will must take place within six (6) months after the Fund Trust gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the applicable Portfolio. 7.5 4.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund Trust and terminate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the Boardapplicable Portfolio. 7.6 4.6 For purposes of Sections 7.3 4.3 through 7.6 4.6 of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Company be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund Trust and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination. 4.7 The Company shall at least annually submit to the Trustees such reports, providedmaterials or data as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed upon them by the Exemptive Order, howeverand said reports, that such withdrawal materials and termination data shall be limited to submitted more frequently if deemed appropriate by the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. 7.7 4.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or a similar rule or Rule 6e-3 is 6e-3is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-36e-3 or any other rule, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

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

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

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

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

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

Potential Conflicts. 7.1 To 4.1. The Parties acknowledge that the extent required by the Shared Funding Exemptive Order or by applicable lawTrust's shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trustees shall promptly inform the Company if it determines they determine that an irreconcilable material conflict exists and the implications thereof. 7.2 4.2. The Company will agrees to promptly report to the Board any and potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Trust Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includesraised including, but is not limited to, an obligation of information as to a decision by the Company to inform the Board whenever contract disregard Contract owner voting instructions are disregardedinstructions. 7.3 4.3. If it is determined by a majority of the BoardTrustees, or a majority of its disinterested trusteesTrustees, that a material irreconcilable conflict existsexists that affects the interest of Contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its expense and to the extent reasonably practicable (as determined by the Trustees) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: ; (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners or more Participating Insurance Companies) that votes in favor of one such segregation, or offering of more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account.. 130 7.4 4.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the FundTrust's election, to withdraw the relevant affected Account's investment in the Fund Trust and terminate this AgreementAgreement with respect to such Account; provided, however, however that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of to the disinterested members of the BoardTrustees. Any such withdrawal and termination will must take place within six (6) months after the Fund Trust gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust. 7.5 4.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund Trust and terminate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the BoardTrust. 7.6 4.6. For purposes of Sections 7.3 sections 4.3 through 7.6 4.6 of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Company be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund Trust and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination, ; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. 7.7 4.7. The Company shall at least annually submit to the Trustees such reports, materials or data as the Trustees may reasonable request so that the Trustees may fully carry out the duties imposed upon them by the Shared Trust Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Trustees. 4.8. If and an to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Trust Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Trust Exemptive Order, then (a) the Fund Trust and/or in the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.. 131

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

Potential Conflicts. 7.1 To 5.1 The parties acknowledge that the extent required by the Shared Funding Exemptive Order or by applicable lawTrust's Shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownerspolicyowners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trustees shall promptly inform the Company if it determines they dete1mine that an irreconcilable material conflict exists and the implications thereof. 7.2 5.2 The Company will agrees to promptly report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includesraised including, but is not limited to, an obligation of information as to a decision by the Company to inform the Board whenever contract disregard Contract owner voting instructions are disregardedinstructions. 7.3 5.3 If it is determined by a majority of the BoardTrustees, or a majority of its disinterested trusteesTrustees, that a material irreconcilable conflict existsexists that affects the interests of Contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trustees) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: : (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 5.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the FundTrust's election, to withdraw the relevant each affected Account's investment in the Fund Trust and terminate this AgreementAgreement with respect to such Account; provided, however, however that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined dete1mined by a majority of the disinterested members of the BoardTrustees. Any such withdrawal and termination will must take place within six (6) months after the Fund Trust gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the applicable Portfolio. 7.5 5.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund Trust and terminate te1minate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the Boardapplicable Portfolio. 7.6 5.6 The Company agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interests of Contract owners. 5.7 For purposes of Sections 7.3 5.3 through 7.6 6.6 of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Company be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund Trust and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination. 5.8 The Company shall at least annually submit to the Trustees such reports, providedmaterials or data as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed upon them by the Exemptive Order, howeverand said reports, that such withdrawal materials and termination data shall be limited submitted more frequently if deemed appropriate by the Trustees. 5.9 As of the date of this Agreement, the Trust has not received the Exemptive Order. If and when the Exemptive Order is granted, the parties shall take all such steps as may be necessary to amend this Agreement to conform with the provisions and conditions of the Exemptive Order, as granted. In addition, the parties shall take all such steps as may be necessary to amend this Agreement to assure compliance with all federal and state laws to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrust Shares are to be sold to any unregistered accounts or to any Plan. 7.7 5.10 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

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

Potential Conflicts. 7.1 To 5.1 The parties acknowledge that the extent required by the Shared Funding Exemptive Order or by applicable lawTrust's Shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownerspolicyowners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trustees shall promptly inform the Company if it determines they determine that an irreconcilable material conflict exists and the implications thereof. 7.2 5.2 The Company will agrees to promptly report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includesraised including, but is not limited to, an obligation of information as to a decision by the Company to inform the Board whenever contract disregard Contract owner voting instructions are disregardedinstructions. 7.3 5.3 If it is determined by a majority of the BoardTrustees, or a majority of its disinterested trusteesTrustees, that a material irreconcilable conflict existsexists that affects the interests of Contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trustees) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: : (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 5.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the FundTrust's election, to withdraw the relevant each affected Account's investment in the Fund Trust and terminate this AgreementAgreement with respect to such Account; provided, however, however that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. Any such withdrawal and termination will must take place within six (6) months after the Fund Trust gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the applicable Portfolio. 7.5 5.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund Trust and terminate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the Boardapplicable Portfolio. 7.6 5.6 The Company agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interests of Contract owners. 5.7 For purposes of Sections 7.3 5.3 through 7.6 6.6 of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Company be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund Trust and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination. 5.8 The Company shall at least annually submit to the Trustees such reports, providedmaterials or data as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed upon them by the Exemptive Order, howeverand said reports, that such withdrawal materials and termination data shall be limited submitted more frequently if deemed appropriate by the Trustees. 5.9 As of the date of this Agreement, the Trust has not received the Exemptive Order. If and when the Exemptive Order is granted, the parties shall take all such steps as may be necessary to amend this Agreement to conform with the provisions and conditions of the Exemptive Order, as granted. In addition, the parties shall take all such steps as may be necessary to amend this Agreement to assure compliance with all federal and state laws to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrust Shares are to be sold to any unregistered accounts or to any Plan. 7.7 5.10 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

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

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

Potential Conflicts. 7.1 To 4.1 The parties acknowledge that the extent required by the Shared Funding Exemptive Order or by applicable lawTrust’s shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trustees shall promptly inform the Company if it determines they determine that an irreconcilable material conflict exists and the implications thereof. 7.2 4.2 The Company will agrees to promptly report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includesraised including, but is not limited to, an obligation of information as to a decision by the Company to inform the Board whenever contract disregard Contract owner voting instructions are disregardedinstructions. 7.3 4.3 If it is determined by a majority of the BoardTrustees, or a majority of its disinterested trusteesTrustees who are not “interested persons” of the Trust (as such term is defined in the 1940 Act) (“Disinterested Trustees”), that a material irreconcilable conflict existsexists that affects the interests of Contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its expense and to the extent reasonably practicable (as determined by the Trustees and the Company) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: , without limitation: (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 4.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's Trust’s election, to withdraw the relevant affected Account's ’s investment in the Fund Trust and terminate this AgreementAgreement with respect to such Account; provided, however, however that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. Any such withdrawal and termination will must take place within six (6) months after the Fund Trust gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust. 7.5 4.5 If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's ’s investment in the Fund Trust and terminate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the BoardTrust. 7.6 4.6 For purposes of Sections 7.3 4.3 through 7.6 4.5 of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any irreconcilable material conflictconflict with respect to any Account, but in no event will the Fund Company be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's ’s investment in the Fund Trust and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination, ; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. 7.7 4.7 The Company shall at least annually submit to the Trustees such reports, materials or data as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed upon them by the Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Trustees. 4.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

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

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

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