Common use of Potential Conflicts Clause in Contracts

Potential Conflicts. 6.1 To the extent required by the Exemptive Order or by applicable law, the Board will monitor the Trust for the existence of any material irreconcilable conflict between or among the interests of variable contract owners whose contract values are invested through separate accounts, participants in Qualified Plans and Other Purchasers investing in the Trust and will determine what action, if any, should be taken in response to any such conflict. A material irreconcilable 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 Fund are being managed; (e) a difference in voting instructions given by variable annuity contract owners, variable life insurance contract owners and, where applicable, participants in Qualified Plans; (f) a decision by a Participating Insurance Company to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will promptly inform the Companies if it determines that a material irreconcilable conflict exists and of the implications thereof. 6.2 The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, will report to the Board any potential or existing conflict as described in Section 6.1 of which it is or becomes aware. The Company will assist the Board in carrying out its responsibilities under the Exemptive Order and under applicable law by providing the Board with all information reasonably necessary for the Board to consider any issues raised with respect to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract owner voting instructions, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract owners. 6.3 If it is determined by a majority of the Board, or a majority of the disinterested Trustees, that a material irreconcilable conflict exists with respect to any Fund, the Company shall, at its own expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps could include: (1) withdrawing the assets allocable to some or all of its Accounts from the Fund and reinvesting such assets in a different investment medium, including (but not limited to) another 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., variable annuity contract owners or variable life insurance contract owners) 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. In the event that the Board determines that any proposed action by the Company does not adequately remedy any material irreconcilable conflict, the Company will withdraw the affected Account’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal will be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested Trustees. 6.4 If a material irreconcilable conflict arises because of 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 Trust’s election, to withdraw the relevant Account’s investment in the Trust or a Fund, as applicable, provided, however, that any such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result of any such withdrawal. 6.5 For purposes of Sections 6.3 through 6.4 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of the Trust will determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for the Contracts. Nor shall a Company be required by Section 6.3 to establish any new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to “mixed or shared funding” (as understood for purposes of the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then (a) the Trust and/or the Company, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To The following provisions shall apply only upon issuance of the Mixed and Shared Funding Order and the sale of shares of the Fund to variable life insurance separate accounts, and then only to the extent required by under the Exemptive Order or by applicable law, the 0000 Xxx. 7.1 The Board will monitor the Trust Fund for the existence of any material irreconcilable conflict between or among the interests of variable contract the Contract owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts investing in the Trust and will determine what action, if any, should be taken in response to any such conflictFund. A An irreconcilable material irreconcilable 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 Fund Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract owners, and variable life insurance contract owners and, where applicable, participants in Qualified Plansowners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Board shall promptly inform the Companies Company if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 7.2 The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. The Company will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order and under applicable law Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract owner voting instructions, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract ownersinstructions are disregarded. 6.3 7.3 If it is determined by a majority of the Board, or a majority of the its disinterested Trusteesmembers, that a material irreconcilable conflict exists with respect to any Fundexists, the Company and other Participating Insurance Companies shall, at its own their expense and to the extent reasonably practicable (as determined by a majority of the disinterested TrusteesBoard members), take whatever steps are necessary to remedy or eliminate the irreconcilable material irreconcilable conflict, which steps could includeup to and including: (1) withdrawing the assets allocable to some or all of its Accounts 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., variable annuity contract owners or variable 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 (2) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action by the Company does not adequately remedy any material irreconcilable conflict, the Company will withdraw the affected Account’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal will be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested Trustees. 6.4 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 TrustFund’s election, to withdraw the relevant Account’s investment in the Trust or a Fund, as applicable, Fund and terminate this Agreement with respect to each Account; provided, however, that any such withdrawal will and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. Any such withdrawal will and termination must take place within six (6) months after the Trust Fund gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result , and until the end of any such withdrawalthat 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. 6.5 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator’s decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account’s investment in the Fund and terminate this Agreement with respect to such Account within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by 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 6.3 Section 7.3 through 6.4 7.6 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) disinterested members of the 0000 Xxx) of the Trust will Board shall determine whether any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Fund be required to establish a new funding medium for the Contracts. Nor The Company shall a Company not be required by Section 6.3 7.3 to establish any 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 conflictconflict as determined by a majority of the disinterested members of the Board. 6.6 7.7 If and to the extent the Exemptive Mixed and Shared Funding Exemption Order or any amendment thereto contains terms and conditions different from Sections 2.43.4, 6.13.5, 6.23.6, 6.3 7.1, 7.2, 7.3, 7.4, and 6.4 7.5 of this Agreement, then the Trust Fund and/or the CompanyParticipating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with the Mixed and Shared Funding Exemptive Order or any such amendmentOrder, and Sections 2.43.4, 6.13.5, 6.23.6, 6.3 7.1, 7.2, 7.3, 7.4 and 6.4 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 and 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 proposed 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” funding (as understood for purposes of defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Trust Fund and/or the CompanyParticipating Insurance Companies, as appropriate, will 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 2.43.5, 6.13.6, 6.27.1., 6.3 7.2, 7.3, 7.4, and 6.4 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To 5.1. The Board of Trustees of the extent required by Fund (the Exemptive Order or by applicable law, the Board "Board") will monitor the Trust Fund for the existence of any material irreconcilable conflict between or among the interests of variable contract the Contract owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts investing in the Trust and will determine what action, if any, should be taken in response to any such conflictFund. A An irreconcilable material irreconcilable 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 Fund Portfolio are being managed; (e) a difference in voting instructions given by participating insurance companies or by variable annuity contract owners, and variable life insurance contract owners and, where applicable, participants in Qualified Plansowners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract Contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Board shall promptly inform the Companies Company if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 5.2. [The CompanyCompany has reviewed a copy of the Mixed and Shared Funding Exemptive Order (attached as Schedule 3 hereto), on behalf of itselfand in particular, its Accounts and any of its affiliates investing in a Fund, will report has reviewed the conditions to the Board requested relief set forth therein. The Company agrees to be bound by the responsibilities of a participating insurance company as set forth in the Mixed and Shared Funding Exemptive Order, including without limitation the requirement that the Company report any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. The Company will assist the Board in carrying out its responsibilities in monitoring such conflicts under the Mixed and Shared Funding Exemptive Order and under applicable law Order, by providing the Board in a timely manner with all information reasonably necessary for the Board to consider any issues raised with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract owner voting instructionsinstructions are disregarded and by confirming in writing, and at the Fund's request, that the Company will carry out its responsibility under this Article 6 with a view only to the interests are unaware of its Contract ownersany such potential or existing material irreconcilable conflicts. 6.3 5.3. If it is determined by a majority of the Board, or a majority of the its disinterested Trustees, that a material irreconcilable conflict exists with respect to any Fundexists, the Company shall, at its own expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material irreconcilable conflict, which steps could includeup to and including: (1) withdrawing the assets allocable to some or all of its Accounts 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., variable annuity contract owners or variable 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 accountaccounts. In the event that the Board determines that any proposed action by the Company does The Company's obligations under this Section 5.3 shall not adequately remedy any material irreconcilable conflict, the Company will withdraw the depend on whether other affected Account’s investment in the Trust or participating insurance companies fulfill a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal will be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested Trusteessimilar obligation. 6.4 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 could conflict with the majority voteof Contract owner instructions, the Company may be required, at the Trust’s Fund's election, to withdraw the relevant Account’s Accounts' investment in the Trust or a Fund, as applicable, Fund and terminate this Agreement; provided, however, that any such withdrawal will and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after members of the Trust gives written notice that this provision is being implementedBoard. No charge or penalty will be imposed as a result of any the withdrawal. Any such withdrawalwithdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of the 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 Fund. 6.5 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 Accounts' 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 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, subject to applicable regulatory limitation. 5.6. For purposes of Sections 6.3 5.3 through 6.4 5.6 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) disinterested members of the 0000 Xxx) of the Trust will Board shall determine whether any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Fund be required to establish a new funding medium for the Contracts. Nor The Company shall a Company not be required by Section 6.3 5.3 to establish any 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. 6.6 If , then the Company will withdraw the particular Accounts' 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 the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or required by any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision material irreconcilable conflict as determined by a majority of the Act or the rules promulgated thereunder with respect to “mixed or shared funding” (as understood for purposes disinterested members of the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then (a) the Trust and/or the Company, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall 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 adoptedBoard. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To the extent required 8.1 The Company has received a copy of an application for exemptive relief, as amended, filed by the Issuer on December 21, 1987, with the 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 Directors of the Issuer (the "Board") will monitor the Trust Issuer for the existence of any material irreconcilable conflict between or among the interests of variable the contract owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts ("Participating Companies") investing in funds of the Trust and will determine what action, if any, should be taken in response to any such conflictIssuer. A An irreconcilable material irreconcilable 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 Fund portfolio are being managed; (ev) a difference in voting instructions given by variable annuity contract owners, owners and variable life insurance contract owners and, where applicable, participants in Qualified Plansowners; or (fvi) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Board shall promptly inform the Companies Company if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 8.2 The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. 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 with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract contract owner voting instructions, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract ownersinstructions are disregarded. 6.3 8.3 If it is determined by a majority of the Board, or a majority of the its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists with respect regard to any contract owner investments in a Fund, the Board shall give prompt notice to all Participating Companies. If the Board determines that the Company shallis responsible for causing or creating said conflict, the Company shall at its own expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the disinterested TrusteesBoard members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material irreconcilable 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 its the Accounts from the Fund and reinvesting such assets in a different investment medium, including (but not limited to) another 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., variable annuity contract owners or variable owners, life insurance contract owners, or variable contract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected Contract contract owners the option of making such a change; and and/or (2b) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action . 8.4 If a material irreconcilable conflict arises as a result of a decision by the Company does not adequately remedy any material irreconcilable conflictto disregard its contract owner voting instructions and said decision represents a minority position or would preclude a majority vote by all of its contract owners having an interest in the Issuer, the Company will at its sole cost, may be required, at the Board's election, to withdraw the affected an Account’s 's investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, Issuer and terminate this Agreement; provided, however, that such withdrawal will and termination shall be limited to the extent required by any such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. 6.4 If a material irreconcilable conflict arises because 8.5 For the purpose of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority votethis Article VIII, the Company may be required, at the Trust’s election, to withdraw the relevant Account’s investment in the Trust or a Fund, as applicable, provided, however, that any such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result of any such withdrawal. 6.5 For purposes of Sections 6.3 through 6.4 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of the Trust will Board members shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Issuer be required to establish a new funding medium for the Contractsany Contract. Nor The Company shall a Company not be required by Section 6.3 this Article VIII to establish any 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 irreconcilable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to “mixed or shared funding” (as understood for purposes of the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then (a) the Trust and/or the Company, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To (a) The Company has received a copy of an application for exemptive relief, as amended, filed by Distributor 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 Directors of the Issuer (the "Board") will monitor the Trust Issuer for the existence of any material irreconcilable conflict between or among the interests of variable the contract owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts ("Participating Companies") investing in funds of the Trust and will determine what action, if any, should be taken in response to any such conflictIssuer. A An irreconcilable material irreconcilable 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 Fund portfolio are being managed; (ev) a difference in voting instructions given by variable annuity contract owners, owners and variable life insurance contract owners and, where applicable, participants in Qualified Plansowners; or (fvi) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Board shall promptly inform the Companies Company if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 (b) The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. 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 with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract contract owner voting instructions, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract ownersinstructions are disregarded. 6.3 (c) If it is determined by a majority of the Board, or a majority of the its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists with respect regard to any contract owner investments in a Fund, the Board shall give prompt notice to all Participating Companies. If the Board determines that the Company shallis responsible for causing or creating said conflict, the Company shall at its own expense sole -cost and expense, and to the extent reasonably practicable (as determined by a majority of the disinterested TrusteesBoard members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material irreconcilable 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 its the Accounts from the Fund and reinvesting such assets in a different investment medium, including (but not limited to) another 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., variable annuity contract owners or variable owners, life insurance contract owners, or variable contract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected Contract contract owners the option of making such a change; and and/or (2ii) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action . (d) If a material irreconcilable conflict arises as a result of a decision by the Company does not adequately remedy any material irreconcilable conflictto disregard its contract owner voting instructions and said decision represents a minority position or would preclude a majority vote by all of its contract owners having an interest in the Issuer, the Company will at its sole cost, may be required, at the Board's election, to withdraw the affected an Account’s 's investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, Issuer and terminate this Agreement; provided, however, that such withdrawal will and termination shall be limited to the extent required by any such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. 6.4 If a material irreconcilable conflict arises because (e) For the purpose of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority votethis SECTION 11, the Company may be required, at the Trust’s election, to withdraw the relevant Account’s investment in the Trust or a Fund, as applicable, provided, however, that any such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result of any such withdrawal. 6.5 For purposes of Sections 6.3 through 6.4 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of the Trust will Board members shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Issuer be required to establish a new funding medium for the Contractsany Contract. Nor The Company shall a Company not be required by Section 6.3 this SECTION 11 to establish any 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 irreconcilable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to “mixed or shared funding” (as understood for purposes of the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then (a) the Trust and/or the Company, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To the extent required (a) ING has received a copy of an application for exemptive relief, as amended, filed by the Fund on and with the SEC and the order issued by the SEC dated ________(File No._______) in response thereto (the "Mixed and Shared Funding Exemptive Order or by applicable lawOrder"). ING 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 Directors of Fund (the "Board") will monitor the Trust Fund for the existence of any material irreconcilable conflict between or among the interests of variable contract owners whose contract values are invested through the contractholders of all separate accounts, participants in Qualified Plans and Other Purchasers accounts ("Participating Companies") investing in the Trust and will determine what action, if any, should be taken in response to any such conflictFund. A An irreconcilable material irreconcilable 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 Fund portfolio are being managed; (ev) a difference in voting instructions given by variable annuity contract owners, contractholders and variable life insurance contract owners and, where applicable, participants in Qualified Planscontractholders; or (fvi) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructionscontractholders. The Trust will Board shall promptly inform the Companies ING if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, (b) ING will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. The Company ING 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 with respect raised. This includes, but is not limited to, an obligation by ING to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract owner contractholder voting instructions, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract ownersinstructions are disregarded. 6.3 (c) If it is determined by a majority of the Board, or a majority of the its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists with respect regard to any contractholder investments in a Fund, the Company shallBoard shall give prompt notice to all Participating Companies. If the Board determines that ING is responsible for causing or creating said conflict, ING shall at its own expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the disinterested TrusteesBoard members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material irreconcilable 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 its Accounts the Account from the Fund and reinvesting such assets in a different investment medium, including (but not limited to) another Fund, medium or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, contractholders and as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners or variable owners, life insurance contract owners, or variable contract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected Contract owners contractholders the option of making such a change; and and/or (2ii) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action by the Company does not adequately remedy any . (d) If a material irreconcilable conflictconflict arises as a result of a decision by ING to disregard its contractholder voting instructions and said decision represents a minority position or would preclude a majority vote by all of its contractholders having an interest in the Fund, ING at its sole cost, may be required, at the Company will Board's election, to withdraw the affected an Account’s 's investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, and terminate this Agreement; provided, however, that such withdrawal will and termination shall be limited to the extent required by any such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. 6.4 If a material irreconcilable conflict arises because (e) For the purpose of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority votethis Section 10, the Company may be required, at the Trust’s election, to withdraw the relevant Account’s investment in the Trust or a Fund, as applicable, provided, however, that any such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result of any such withdrawal. 6.5 For purposes of Sections 6.3 through 6.4 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of the Trust will Board members shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Fund be required to establish a new funding medium for the Contractsany Contract. Nor ING shall a Company not be required by this Section 6.3 10 to establish any a new funding medium for the Contracts any Contract if an offer to do so has been declined by vote of a majority of the Contract owners or participants materially adversely affected by the irreconcilable material irreconcilable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to “mixed or shared funding” (as understood for purposes of the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then (a) the Trust and/or the Company, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To the extent required 8.1 The Company has received a copy of an application for exemptive relief, as amended, filed by the Issuer on December 21, 1987, with the 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 Directors of the Issuer (the "Board") will monitor the Trust Issuer for the existence of any material irreconcilable conflict between or among the interests of variable the contract owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts ("Participating Companies") investing in funds of the Trust and will determine what action, if any, should be taken in response to any such conflictIssuer. A An irreconcilable material irreconcilable 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 Fund portfolio are being managed; (ev) a difference in voting instructions given by variable annuity contract owners, owners and variable life insurance contract owners and, where applicable, participants in Qualified Plansowners; or (fvi) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Board shall promptly inform the Companies Company if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 8.2 The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. 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 with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract contract owner voting instructions, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract ownersinstructions are disregarded. 6.3 8.3 If it is determined by a majority of the Board, or a majority of the its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists with respect regard to any contract owner investments in a Fund, the Board shall give prompt notice to all Participating Companies. If the Board determines that the Company shallis responsible for causing or creating said conflict, the Company shall at its own expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the disinterested Trustees), take whatever steps are Board members),take such action as is necessary to remedy or eliminate the irreconcilable material irreconcilable 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 its the Accounts from the Fund and reinvesting such assets in a different investment medium, including (but not limited to) another 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., variable annuity contract owners or variable owners, life insurance contract owners, or variable contract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected Contract contract owners the option of making such a change; and and/or (2b) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action . 8.4 If a material irreconcilable conflict arises as a result of a decision by the Company does not adequately remedy any material irreconcilable conflictto disregard its contract owner voting instructions and said decision represents a minority position or would preclude a majority vote by all of its contract owners having an interest in the Issuer, the Company will at its sole cost, may be required, at the Board's election, to withdraw the affected an Account’s 's investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, Issuer and terminate this Agreement; provided, however, that such withdrawal will and termination shall be limited to the extent required by any such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. 6.4 If a material irreconcilable conflict arises because 8.5 For the purpose of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority votethis Article VIII, the Company may be required, at the Trust’s election, to withdraw the relevant Account’s investment in the Trust or a Fund, as applicable, provided, however, that any such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result of any such withdrawal. 6.5 For purposes of Sections 6.3 through 6.4 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of the Trust will Board members shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Issuer be required to establish a new funding medium for the Contractsany Contract. Nor The Company shall a Company not be required by Section 6.3 this Article VIII to establish any 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 irreconcilable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to “mixed or shared funding” (as understood for purposes of the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then (a) the Trust and/or the Company, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To the extent required by the Exemptive Order or by applicable law, the Board 7.1 The Directors will monitor the Trust Fund for the existence of any material irreconcilable conflict between or among the interests of variable the contract owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts investing in the Trust and will determine what action, if any, should be taken in response to any such conflictPortfolios. A An irreconcilable material irreconcilable 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 Fund Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract owners, and variable life insurance contract owners and, where applicable, participants in Qualified Plansowners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Directors shall promptly inform the Companies Company if it determines they determine that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 7.2 The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Directors and, on an annual basis, shall provide the Fund with written notification that the Company is not 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 federal securities laws and/or any exemptive orders granted by the SEC, including the order obtained by the Fund from the SEC, dated Xxxxx 00, 0000 (Xxxx No. 812-12760) (“Exemptive Order and under applicable law Order”), by providing the Board Directors with all information reasonably necessary for the Board Directors to consider any issues raised with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to inform the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriateDirectors whenever Contract owner voting instructions are disregarded. The Company will inform acknowledges that: (i) the Board whenever it determines to Company’s disregard of voting instructions may conflict with the majority of Contract owner owners’ 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’s judgment represents a minority position or would preclude a majority vote, and 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 net asset value of the Portfolios, no charge or penalty will carry out its responsibility under this Article 6 with be imposed as a view only to the interests result of its Contract ownerssuch withdrawal. 6.3 7.3 If it is determined by a majority of the BoardDirectors, or a majority of the its disinterested TrusteesDirectors, that a material irreconcilable conflict exists with respect to any Fundexists, the Company shall, at its own expense and to the extent reasonably practicable (as determined by a majority of the disinterested TrusteesDirectors), take whatever steps are necessary to remedy or eliminate the irreconcilable material irreconcilable conflict, which steps could includeup to and including: (1) withdrawing the assets allocable to some or all of its the Accounts from the Fund 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., variable annuity contract owners or variable life insurance contract owners) 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. In the event that the Board determines that any proposed action by . 7.4 If a material irreconcilable conflict arises because a particular state insurance regulator’s decision applicable to the Company does not adequately remedy any material irreconcilable conflictconflicts with the majority of other insurance regulators, then the Company will withdraw the affected Account’s investment in the Trust or a Fund Portfolio(s) and terminate this Agreement with respect to such Account within six (6) months (or as otherwise agreed by the Parties) after the Board informs Directors inform the Company in writing of that the foregoing determination, Directors have determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal will and termination shall be limited to the extent required by any such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. 6.4 If a material irreconcilable conflict arises because Directors. Until the end of a decision the foregoing six (6) month period, DFAS and the Fund shall continue to accept and implement orders by the Company to disregard Contract owner voting instructions for the purchase (and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Trust’s election, to withdraw the relevant Account’s investment in the Trust or a Fund, as applicable, provided, however, that any such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority redemption) of shares of the disinterested Trustees. Any such withdrawal will take place within six months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result of any such withdrawalPortfolios. 6.5 7.5 For purposes of Sections 6.3 7.3 through 6.4 7.5 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of the Trust will disinterested Directors shall determine whether any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for the Contracts. Nor The Company shall a Company not be required by Section 6.3 7.3 to establish any a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Directors determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw an Account’s investment in the Portfolios and terminate this Agreement within six (6) months after the Directors inform the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict. 6.6 7.6 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in any Exemptive Order or any amendment thereto contains Order) on terms and conditions materially different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreementthose contained in any Exemptive Order, then (a) the Trust Fund and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to “mixed or shared funding” (as understood for purposes of the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then (a) the Trust and/or the Company, as appropriate, will 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 2.47.1, 6.17.2, 6.2, 6.3 7.3 and 6.4 7.4 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 adoptedadopted by the SEC. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To the extent required (a) The Company has received a copy of an application for exemptive relief, as amended, filed by the Issuer on December 21, 1987, with the 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 Directors of the Issuer (the "Board") will monitor the Trust Issuer for the existence of any material irreconcilable conflict between or among the interests of variable the contract owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts ("Participating Companies") investing in funds of the Trust and will determine what action, if any, should be taken in response to any such conflictIssuer. A An irreconcilable material irreconcilable 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-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 Fund portfolio are being managed; (ev) a difference in voting instructions given by variable annuity contract owners, owners and variable life insurance contract owners and, where applicable, participants in Qualified Plansowners; or (fvi) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Board shall promptly inform the Companies Company if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 (b) The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. 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 with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract contract owner voting instructions, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract ownersinstructions are disregarded. 6.3 (c) If it is determined by a majority of the Board, or a majority of the its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists with respect regard to any contract owner investments in a Fund, the Board shall give prompt notice to all Participating Companies. If the Board determines that the Company shallis responsible for causing or creating said conflict, the Company shall at its own expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the disinterested TrusteesBoard members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material irreconcilable 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 its the Accounts from the Fund and reinvesting such assets in a different investment medium, including (but not limited to) another 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., variable annuity contract owners or variable owners, life insurance contract owners, or variable contract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected Contract contract owners the option of making such a change; and and/or (2ii) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action . (d) If a material irreconcilable conflict arises as a result of a decision by the Company does not adequately remedy any material irreconcilable conflictto disregard its contract owner voting instructions and said decision represents a minority position or would preclude a majority vote by all of its contract owners having an interest in the Issuer, the Company will at its sole cost, may be required, at the Board's election, to withdraw the affected an Account’s 's investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, Issuer and terminate this Agreement; provided, however, that such withdrawal will and termination shall be limited to the extent required by any such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. 6.4 If a material irreconcilable conflict arises because (e) For the purpose of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority votethis Section 12, the Company may be required, at the Trust’s election, to withdraw the relevant Account’s investment in the Trust or a Fund, as applicable, provided, however, that any such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result of any such withdrawal. 6.5 For purposes of Sections 6.3 through 6.4 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of the Trust will Board members shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Issuer be required to establish a new funding medium for the Contractsany Contract. Nor The Company shall a Company not be required by this Section 6.3 12 to establish any 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 irreconcilable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to “mixed or shared funding” (as understood for purposes of the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then (a) the Trust and/or the Company, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To the extent required (a) The Company has received a copy of an application for exemptive relief, as amended, filed by the Issuer on December 21, 1987, with the 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 Directors of the Issuer (the “Board”) will monitor the Trust Issuer for the existence of any material irreconcilable conflict between or among the interests of variable the contract owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts (“Participating Companies”) investing in funds of the Trust and will determine what action, if any, should be taken in response to any such conflictIssuer. A An irreconcilable material irreconcilable 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 Fund portfolio are being managed; (ev) a difference in voting instructions given by variable annuity contract owners, owners and variable life insurance contract owners and, where applicable, participants in Qualified Plansowners; or (fvi) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Board shall promptly inform the Companies Company if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 (b) The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. 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 with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract contract owner voting instructions, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract ownersinstructions are disregarded. 6.3 (c) If it is determined by a majority of the Board, or a majority of the its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists with respect regard to any contract owner investments in a Fund, the Board shall give prompt notice to all Participating Companies. If the Board determines that the Company shallis responsible for causing or creating said conflict, the Company shall at its own expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the disinterested TrusteesBoard members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material irreconcilable conflict. Such necessary action may include but shall not be limited to: The Guardian-SSA-Insurance.Mix January 29, which steps could include: 1998 (1i) withdrawing the assets allocable to some or all of its the Accounts from the Fund and reinvesting such assets in a different investment medium, including (but not limited to) another 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., variable annuity contract owners or variable owners, life insurance contract owners, or variable contract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected Contract contract owners the option of making such a change; and and/or (2ii) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action . (d) If a material irreconcilable conflict arises as a result of a decision by the Company does not adequately remedy any material irreconcilable conflictto disregard its contract owner voting instructions and said decision represents a minority position or would preclude a majority vote by all of its contract owners having an interest in the Issuer, the Company will at its sole cost, may be required, at the Board’s election, to withdraw the affected an Account’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, Issuer and terminate this Agreement; provided, however, that such withdrawal will and termination shall be limited to the extent required by any such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. 6.4 If a material irreconcilable conflict arises because (e) For the purpose of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority votethis Section 12, the Company may be required, at the Trust’s election, to withdraw the relevant Account’s investment in the Trust or a Fund, as applicable, provided, however, that any such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result of any such withdrawal. 6.5 For purposes of Sections 6.3 through 6.4 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of the Trust will Board members shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Issuer be required to establish a new funding medium for the Contractsany Contract. Nor The Company shall a Company not be required by this Section 6.3 12 to establish any 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 irreconcilable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to “mixed or shared funding” (as understood for purposes of the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then (a) the Trust and/or the Company, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To the extent required by the Exemptive Order or by applicable law, the 7.1. The Board will monitor the Trust for the existence of any material irreconcilable conflict between or among the interests of the contractowners of all variable contract owners whose contract values are invested through annuity and variable life insurance separate accounts, accounts and Qualified Plan participants in Qualified Plans and Other Purchasers investing in the Trust and will determine what action, if any, should be taken in response to any such conflictTrust. A material irreconcilable 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 Fund Designated Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract owners, variable life insurance contract owners and, where applicable, participants in Qualified Plansof Variable Contracts; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructionsowners of Variable contracts. The Trust will Board shall promptly inform the Companies MONY if it determines that a material irreconcilable conflict exists and of the implications thereof. 6.2 The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, 7.2. MONY will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. The Company MONY will assist the Board in carrying out its responsibilities under the any Shared Funding Exemptive Order and under applicable law Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised with respect raised. This includes, but is not limited to, an obligation by MONY to such conflict and by furnishing inform the Board whenever the voting instructions of owners of Variable Contracts are disregarded. Upon the written request of the Trust, MONY will also provide to the Board, at not more frequently than annually, a written certification in a format to be determined by mutual agreement of the Trust and MONY, as to its reasonable request annually or more frequently, such other materials or reports as the Board best knowledge of any events that may deem appropriateresult in a material irreconcilable conflict. The Company will inform the Board whenever it determines to disregard Contract owner voting instructions, and the Company will carry out its responsibility MONY's responsibilities under this Article 6 Section 7.2 will be carried out with a view only to the interests of its Contract ownersContractowners. 6.3 7.3. If it is determined by a majority of the Board, or a majority of the its disinterested Trustees, that a material irreconcilable conflict exists with respect to any Fundexists, the Company MONY and other Participating Insurance Companies and Qualified Plans shall, at its own 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 material irreconcilable conflict, which steps could include: up to and including: (1a) withdrawing the assets allocable to some or all of its Accounts the variable annuity and variable life insurance separate accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another FundPortfolio of the Trust, or submitting the question of whether such segregation withdrawal should be implemented to a vote of all affected Contract owners of Variable Contracts and, as appropriate, segregating withdrawing the assets of any appropriate group (i.e.i. e., owners of variable annuity contract contracts or owners or of variable life insurance contract ownerscontracts of one or more Participating Insurance Companies) that votes in favor of such segregationwithdrawal, or offering to the affected Contract owners of Variable Contracts the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action by the Company does not adequately remedy any material irreconcilable conflict, the Company will withdraw the affected Account’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal MONY's responsibilities under this Section 7.3 will be limited carried out with a view only to the extent required by any such material irreconcilable conflict as determined by a majority interests of the disinterested TrusteesContractowners. 6.4 7.4. If a material irreconcilable conflict arises ever were to arise because of a decision by the Company MONY to disregard Contract owner Contractowner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company MONY may be required, at the Trust’s 's election, to withdraw the relevant affected Account’s 's (or subaccount's) investment in the Trust and terminate this Agreement with respect to such Account (or a Fund, as applicable, subaccount); provided, however, that any such withdrawal will and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal will and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result implemented and, until the end of any such withdrawalthat six (6) month period, the Distributors and Trust shall continue to accept and implement orders by MONY for the purchase (and redemption) of shares of the Trust. 6.5 7.5. If a material irreconcilable conflict were ever to arise because a particular state insurance regulator's decision applicable to MONY conflicts with the majority of other state regulators, then MONY shall withdraw the affected Account's (or subaccount's) investment in the Trust and terminate this Agreement with respect to such Account (or subaccount) within six (6) months after the Board informs MONY in writing that it has determined that such decision has created a material irreconcilable conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six (6) month period, the Distributors and Trust shall continue to accept and implement orders by MONY for the purchase (and redemption) of shares of the Trust. 7.6. For purposes of Sections 6.3 7.3 through 6.4 7.6 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) disinterested members of the 0000 Xxx) of the Trust will Board shall determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for the MONY Contracts. Nor MONY shall a Company not be required by Section 6.3 7.3 to establish any a new funding medium for the MONY Contracts if an offer to do so has been declined by vote of a majority of Contract owners Contractowners materially adversely affected by the material irreconcilable conflict. 6.6 If . In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, then MONY will withdraw the Account's (or subaccount's) investment in the Trust and terminate this Agreement within six (6) months after the Board informs MONY in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or required by any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 material irreconcilable conflict as determined by a majority of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in disinterested members of the Exemptive Order and any amendment theretoBoard. 7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T6e-3 (T) under the 1940 Act are amended, or proposed 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” funding (as understood for purposes of defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then then: (a) the Trust and/or the CompanyParticipating Insurance Companies, as appropriate, will 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 2.43.4, 6.13.5, 6.27.1, 6.3 7.2, 7.3, 7.4, and 6.4 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted; and (c) this Agreement shall be otherwise amended by the Trust, without the need for any consent of the other parties, as required by such change in law. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To the extent required (a) The Company has received a copy of an application for exemptive relief, as amended, filed by the Issuer on December 21, 1987, with the 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 Directors of the Issuer (the "Board") will monitor the Trust Issuer for the existence of any material irreconcilable conflict between or among the interests of variable the contract owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts ("Participating Companies") investing in funds of the Trust and will determine what action, if any, should be taken in response to any such conflictIssuer. A An irreconcilable material irreconcilable 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 Fund portfolio are being managed; (ev) a difference in voting instructions given by variable annuity contract owners, owners and variable life insurance contract owners and, where applicable, participants in Qualified Plansowners; or (fvi) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Board shall promptly inform the Companies Company if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 (b) The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. 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 with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract contract owner voting instructions, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract ownersinstructions are disregarded. 6.3 (c) If it is determined by a majority of the Board, or a majority of the its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists with respect regard to any contract owner investments in a Fund, the Board shall give prompt notice to all Participating Companies. If the Board determines that the Company shallis responsible for causing or creating said conflict, the Company shall at its own expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the disinterested TrusteesBoard members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material irreconcilable 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 its the Accounts from the Fund and reinvesting such assets in a different investment medium, including (but not limited to) another 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., variable annuity contract owners or variable owners, life insurance contract owners, or variable contract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected Contract contract owners the option of making such a change; and and/or (2ii) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action . (d) If a material irreconcilable conflict arises as a result of a decision by the Company does not adequately remedy any material irreconcilable conflictto disregard its Contract owner voting instructions and said decision represents a minority position or would preclude a majority vote by all of its contract owners having an interest in the Issuer, the Company will at its sole cost, may be required, at the Board's election, to withdraw the affected an Account’s 's investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, Issuer and terminate this Agreement; provided, however, that such withdrawal will and termination shall be limited to the extent required by any such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. 6.4 If a material irreconcilable conflict arises because (e) For the purpose of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority votethis SECTION 14, the Company may be required, at the Trust’s election, to withdraw the relevant Account’s investment in the Trust or a Fund, as applicable, provided, however, that any such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result of any such withdrawal. 6.5 For purposes of Sections 6.3 through 6.4 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of the Trust will Board members shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Issuer be required to establish a new funding medium for the Contractsany Contract. Nor The Company shall a Company not be required by Section 6.3 this SECTION 14 to establish any 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 irreconcilable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to “mixed or shared funding” (as understood for purposes of the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then (a) the Trust and/or the Company, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To the extent required by the Exemptive Order or by applicable law, the 7.1. The Board will monitor the Trust for the existence of any material irreconcilable conflict between or among the interests of the contractowners of all variable contract owners whose contract values are invested through annuity and variable life insurance separate accounts, accounts and Qualified Plan participants in Qualified Plans and Other Purchasers investing in the Trust and will determine what action, if any, should be taken in response to any such conflictTrust. A material irreconcilable 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 Fund Designated Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract owners, variable life insurance contract owners and, where applicable, participants in Qualified Plansof Variable Contracts; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructionsowners of Variable contracts. The Trust will Board shall promptly inform the Companies MONY if it determines that a material irreconcilable conflict exists and of the implications thereof. 6.2 The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, 7.2. MONY will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. The Company MONY will assist the Board in carrying out its responsibilities under the any Shared Funding Exemptive Order and under applicable law Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised with respect raised. This includes, but is not limited to, an obligation by MONY to such conflict and by furnishing inform the Board whenever the voting instructions of owners of Variable Contracts are disregarded. Upon the written request of the Trust, MONY will also provide to the Board, at not more frequently than annually, a written certification in a format to be determined by mutual agreement of the Trust and MONY, as to its reasonable request annually or more frequently, such other materials or reports as the Board best knowledge of any events that may deem appropriateresult in a material irreconcilable conflict. The Company will inform the Board whenever it determines to disregard Contract owner voting instructions, and the Company will carry out its responsibility MONY’s responsibilities under this Article 6 Section 7.2 will be carried out with a view only to the interests of its Contract ownersContractowners. 6.3 7.3. If it is determined by a majority of the Board, or a majority of the its disinterested Trustees, that a material irreconcilable conflict exists with respect to any Fundexists, the Company MONY and other Participating Insurance Companies and Qualified Plans shall, at its own 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 material irreconcilable conflict, which steps could includeup to and including: (1a) withdrawing the assets allocable to some or all of its Accounts the variable annuity and variable life insurance separate accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another FundPortfolio of the Trust, or submitting the question of whether such segregation withdrawal should be implemented to a vote of all affected Contract owners of Variable Contracts and, as appropriate, segregating withdrawing the assets of any appropriate group (i.e.i. e., owners of variable annuity contract contracts or owners or of variable life insurance contract ownerscontracts of one or more Participating Insurance Companies) that votes in favor of such segregationwithdrawal, or offering to the affected Contract owners of Variable Contracts the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action by the Company does not adequately remedy any material irreconcilable conflict, the Company will withdraw the affected AccountMONY’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal responsibilities under this Section 7.3 will be limited carried out with a view only to the extent required by any such material irreconcilable conflict as determined by a majority interests of the disinterested TrusteesContractowners. 6.4 7.4. If a material irreconcilable conflict arises ever were to arise because of a decision by the Company MONY to disregard Contract owner Contractowner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company MONY may be required, at the Trust’s election, to withdraw the relevant affected Account’s (or subaccount’s) investment in the Trust and terminate this Agreement with respect to such Account (or a Fund, as applicable, subaccount); provided, however, that any such withdrawal will and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal will and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result implemented and, until the end of any such withdrawalthat six (6) month period, the Distributor and Trust shall continue to accept and implement orders by MONY for the purchase (and redemption) of shares of the Trust. 6.5 7.5. If a material irreconcilable conflict were ever to arise because a particular state insurance regulator’s decision applicable to MONY conflicts with the majority of other state regulators, then MONY shall withdraw the affected Account’s (or subaccount’s) investment in the Trust and terminate this Agreement with respect to such Account (or subaccount) within six (6) months after the Board informs MONY in writing that it has determined that such decision has created a material irreconcilable conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six (6) month period, the Distributor and Trust shall continue to accept and implement orders by MONY for the purchase (and redemption) of shares of the Trust. 7.6. For purposes of Sections 6.3 7.3 through 6.4 7.6 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) disinterested members of the 0000 Xxx) of the Trust will Board shall determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for the MONY Contracts. Nor MONY shall a Company not be required by Section 6.3 7.3 to establish any a new funding medium for the MONY Contracts if an offer to do so has been declined by vote of a majority of Contract owners Contractowners materially adversely affected by the material irreconcilable conflict. 6.6 If . In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, then MONY will withdraw the Account’s (or subaccount’s) investment in the Trust and terminate this Agreement within six (6) months after the Board informs MONY in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or required by any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 material irreconcilable conflict as determined by a majority of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in disinterested members of the Exemptive Order and any amendment theretoBoard. 7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T6e-3 (T) under the 1940 Act are amended, or proposed 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” funding (as understood for purposes of defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then then: (a) the Trust and/or the CompanyParticipating Insurance Companies, as appropriate, will 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 2.43.4, 6.13.5, 6.27.1, 6.3 7.2, 7.3, 7.4, and 6.4 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted; and (c) this Agreement shall be otherwise amended by the Trust, without the need for any consent of the other parties, as required by such change in law. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To (a) The Company has received a copy of an application for exemptive relief, as amended, filed by Distributor 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 Directors of the Issuer (the "Board") will monitor the Trust Issuer for the existence of any material irreconcilable conflict between or among the interests of variable the contract owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts ("Participating Companies") investing in funds of the Trust and will determine what action, if any, should be taken in response to any such conflictIssuer. A An irreconcilable material irreconcilable 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 Fund portfolio are being managed; (ev) a difference in voting instructions given by variable annuity contract owners, owners and variable life insurance contract owners and, where applicable, participants in Qualified Plansowners; or (fvi) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Board shall promptly inform the Companies Company if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 (b) The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. 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 with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract contract owner voting instructions, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract ownersinstructions are disregarded. 6.3 (c) If it is determined by a majority of the Board, or a majority of the its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists with respect regard to any contract owner investments in a Fund, the Board shall give prompt notice to all Participating Companies. If the Board determines that the Company shallis responsible for causing or creating said conflict, the Company shall at its own expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the disinterested TrusteesBoard members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material irreconcilable 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 its the Accounts from the Fund and reinvesting such assets in a different investment medium, including (but not limited to) another 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., variable annuity contract owners or variable owners, life insurance contract owners, or variable contract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected Contract contract owners the option of making such a change; and and/or (2ii) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action . (d) If a material irreconcilable conflict arises as a result of a decision by the Company does not adequately remedy any material irreconcilable conflictto disregard its contract owner voting instructions and said decision represents a minority position or would preclude a majority vote by all of its contract owners having an interest in the Issuer, the Company will at its sole cost, may be required, at the Board's election, to withdraw the affected an Account’s 's investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, Issuer and terminate this Agreement; provided, however, that such withdrawal will and termination shall be limited to the extent required by any such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. 6.4 If a material irreconcilable conflict arises because (e) For the purpose of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority votethis SECTION 12, the Company may be required, at the Trust’s election, to withdraw the relevant Account’s investment in the Trust or a Fund, as applicable, provided, however, that any such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result of any such withdrawal. 6.5 For purposes of Sections 6.3 through 6.4 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of the Trust will Board members shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Issuer be required to establish a new funding medium for the Contractsany Contract. Nor The Company shall a Company not be required by Section 6.3 this SECTION 12 to establish any 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 irreconcilable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to “mixed or shared funding” (as understood for purposes of the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then (a) the Trust and/or the Company, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To the extent required by the Exemptive Order or by applicable law, the 7.1. The Board will monitor the Trust Fund for the existence of any material irreconcilable conflict between or among the interests of variable the contract owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts investing in the Trust and will determine what action, if any, should be taken in response to any such conflictFund. A An material irreconcilable irreconclable 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 Fund Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract Variable Insurance Product owners, variable life insurance contract owners and, where applicable, participants in Qualified Plans; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Board shall promptly inform the Companies Company if it determines that a an material irreconcilable irreconclable conflict exists and of the implications thereof. 6.2 7.2. The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. The Company will assist the Board in carrying out its responsibilities under SEC rules and regulations and the conditions of any Shared Funding Exemptive Order and under applicable law obtained by the Fund, by providing the Board with all information reasonably necessary for the Board to consider any issues raised with respect raised. This includes, but is not limited to, an obligation by the Company to inform the Board whenever contract owner voting instructions are disregarded, by confirming in writing, at the Fund's request, that the Company is unaware of any such conflict and by furnishing potential or existing irreconciilable material conflicts, and, upon request, submitting to the Board, Board at its reasonable request least annually (or more frequentlyfrequently if deemed appropriate by the Board) such reports, such other materials or reports data as the Board may deem appropriate. The Company will inform reasonably request so that the Board whenever it determines to disregard Contract owner voting instructions, and the Company will may fully carry out its responsibility under this Article 6 with a view only to the interests of its Contract ownersduties imposed upon it as delineated in the Shared Funding Exemptive Order. 6.3 7.3. If it is determined by a majority of the Board, or a majority of the its disinterested Trusteesmembers, that a material irreconcilable conflict exists with respect to any Fundexists, the Company and other Participating Insurance Companies shall, at its own their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trusteesdirectors), take whatever steps are necessary to remedy or eliminate the material irreconcilable irreconclable conflict, which steps could includeup to and including: (1) withdrawing the assets allocable to some or all of its Accounts 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.I.E., variable annuity contract owners owners, life insurance policy owners, or variable life insurance contract ownersowners 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. In the event that the Board determines that any proposed action by the Company does not adequately remedy any material irreconcilable conflict, the Company will withdraw the affected Account’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal will be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested Trustees. 6.4 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 Trust’s Fund's election, to withdraw the relevant affected Account’s 's investment in the Trust or a Fund, as applicable, Fund and terminate this Agreement with respect to such Account (at the Company's expense); provided, however, however that any such withdrawal will and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. 7.5. Any 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 withdrawal will take place Account within six months after the Trust gives written notice Board informs the Company in writing that this provision is being implementedit has determined that such decision has created an material irreconclable conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. No charge or penalty will be imposed as a result Until the end of any such withdrawalthe foregoing six month period, the Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund, subject to applicable regulations. 6.5 7.6. For purposes of Sections 6.3 7.3 through 6.4 7.5 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) disinterested members of the 0000 Xxx) of the Trust will Board shall determine whether any proposed action adequately remedies any material irreconcilable irreconclable conflict, but in no event will the Trust Fund be required to establish a new funding medium for the ContractsVariable Products. Nor The Company shall a Company not be required by Section 6.3 7.3 to establish any a new funding medium for the Contracts Variable Products if an offer to do so has been declined by vote of a majority of Contract contract owners materially adversely affected by the material irreconcilable irreconclable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to “mixed or shared funding” (as understood for purposes of , or if the Fund obtains a Shared Exemptive Order) on terms and conditions Order which requires provisions that are materially different from those contained in the Exemptive Orderprovisions of this Agreement, then (a) the Trust Fund and/or the CompanyParticipating Insurance Companies, as appropriate, will shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, or to the terms of the Shared Exemptive Order, to the extent such rules are applicable; and (b) Sections 2.43.4, 6.13.5, 6.27.1, 6.3 7.2, 7.3, 7.4, and 6.4 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To the extent required by the Exemptive Order or by applicable law, the 7.1. The Board will monitor the Trust Fund for the existence of any material irreconcilable conflict between or among the interests of variable the contract owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts investing in the Trust and will determine what action, if any, should be taken in response to any such conflictFund. A An material irreconcilable irreconclable 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 Fund Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract Variable Insurance Product owners, variable life insurance contract owners and, where applicable, participants in Qualified Plans; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Board shall promptly inform the Companies Company if it determines that a an material irreconcilable irreconclable conflict exists and of the implications thereof. 6.2 7.2. The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. The Company will assist the Board in carrying out its responsibilities under SEC rules and regulations and the conditions of any Shared Funding Exemptive Order and under applicable law obtained by the Fund, by providing the Board with all information reasonably necessary for the Board to consider any issues raised with respect raised. This includes, but is not limited to, an obligation by the Company to inform the Board whenever contract owner voting instructions are disregarded, by confirming in writing, at the Fund's request, that the Company is unaware of any such conflict and by furnishing potential or existing material irreconclable conflicts, and, upon request, submitting to the Board, Board at its reasonable request least annually (or more frequentlyfrequently if deemed appropriate by the Board) such reports, such other materials or reports data as the Board may deem appropriate. The Company will inform reasonably request so that the Board whenever it determines to disregard Contract owner voting instructions, and the Company will may fully carry out its responsibility under this Article 6 with a view only to the interests of its Contract ownersduties imposed upon it as delineated in the Shared Funding Exemptive Order. 6.3 7.3. If it is determined by a majority of the Board, or a majority of the its disinterested Trusteesmembers, that a material irreconcilable conflict exists with respect to any Fundexists, the Company and other Participating Insurance Companies shall, at its own their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trusteesdirectors), take whatever steps are necessary to remedy or eliminate the material irreconcilable irreconclable conflict, which steps could includeup to and including: (1) withdrawing the assets allocable to some or all of its Accounts 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.I.E., variable annuity contract owners owners, life insurance policy owners, or variable life insurance contract ownersowners 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. In the event that the Board determines that any proposed action by the Company does not adequately remedy any material irreconcilable conflict, the Company will withdraw the affected Account’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal will be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested Trustees. 6.4 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 Trust’s Fund's election, to withdraw the relevant affected Account’s 's investment in the Trust or a Fund, as applicable, Fund and terminate this Agreement with respect to such Account (at the Company's expense); provided, however, however that any such withdrawal will and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. 7.5. Any 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 withdrawal will take place Account within six months after the Trust gives written notice Board informs the Company in writing that this provision is being implementedit has determined that such decision has created an material irreconclable conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. No charge or penalty will be imposed as a result Until the end of any such withdrawalthe foregoing six month period, the Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund, subject to applicable regulations. 6.5 7.6. For purposes of Sections 6.3 7.3 through 6.4 7.5 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) disinterested members of the 0000 Xxx) of the Trust will Board shall determine whether any proposed action adequately remedies any material irreconcilable irreconclable conflict, but in no event will the Trust Fund be required to establish a new funding medium for the ContractsVariable Products. Nor The Company shall a Company not be required by Section 6.3 7.3 to establish any a new funding medium for the Contracts Variable Products if an offer to do so has been declined by vote of a majority of Contract contract owners materially adversely affected by the material irreconcilable irreconclable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to “mixed or shared funding” (as understood for purposes of , or if the Fund obtains a Shared Exemptive Order) on terms and conditions Order which requires provisions that are materially different from those contained in the Exemptive Orderprovisions of this Agreement, then (a) the Trust Fund and/or the CompanyParticipating Insurance Companies, as appropriate, will shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, or to the terms of the Shared Exemptive Order, to the extent such rules are applicable; and (b) Sections 2.43.4, 6.13.5, 6.27.1, 6.3 7.2, 7.3, 7.4, and 6.4 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To the extent required (a) The Company has received a copy of an application for exemptive relief, as amended, filed by the Issuer on December 21, 1987, with the 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 Directors of the Issuer (the “Board”) will monitor the Trust Issuer for the existence of any material irreconcilable conflict between or among the interests of variable the contract owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts (“Participating Companies”) investing in funds of the Trust and will determine what action, if any, should be taken in response to any such conflictIssuer. A An irreconcilable material irreconcilable conflict may arise for a variety of reasonsreason, 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 Fund portfolio are being managed; (ev) a difference in voting instructions given by variable annuity contract owners, owners and variable life insurance contract owners and, where applicable, participants in Qualified Plansowner; or (fvi) a decision by a Participating Insurance Company an insurer to disregard the voting [page break] instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Board shall promptly inform the Companies Company if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 (b) The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. 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 with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract contract owner voting instructions, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract ownersinstructions are disregarded. 6.3 (c) If it is determined by a majority of the Board, or a majority of the its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists with respect regard to any contract owner investments in a Fund, the Board shall give prompt notice to all Participating Companies. If the Board determines that the Company shallis responsible for causing or creating said conflict, the Company shall at its own expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the disinterested TrusteesBoard members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material irreconcilable 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 its the Accounts from the Fund and reinvesting such assets in a different investment medium, including (but not limited to) another 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., variable annuity contract owners or variable owners, life insurance contract owners, or variable contract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected Contract contract owners the option of making such a change; and and/or (2ii) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action (d) If a material irreconcilable conflict arises as a result of a decision by the Company does not adequately remedy any material irreconcilable conflictto disregard its contract owner voting instructions and said decision represents a minority position or would preclude a majority vote by all of its contract owners having an interest in the Issuer, the Company will at its sole cost, may be required, at the Board’s election, to withdraw the affected an Account’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, Issuer and terminate this Agreement; provided, however, that such withdrawal will and termination shall be limited to the extent required by any such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. 6.4 If a material irreconcilable conflict arises because of a decision by (e) For 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 Trust’s election, to withdraw the relevant Account’s investment in the Trust or a Fund, as applicable, provided, however, that any such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result of any such withdrawal. 6.5 For purposes of Sections 6.3 through 6.4 purpose of this AgreementSection 12, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of the Trust will disinterred Board members shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Issuer be required to establish a new funding medium for the Contractsany Contract. Nor The Company shall a Company not be required by this Section 6.3 12 to establish any 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 Owners materially adversely affected by the irreconcilable material irreconcilable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to “mixed or shared funding” (as understood for purposes of the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then (a) the Trust and/or the Company, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.[page break]

Potential Conflicts. 6.1 To the extent required by the Exemptive Order or by applicable law, the 7.1. The Board will monitor the Trust Fund for the existence of any material irreconcilable conflict between or among the interests of variable the contract owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts investing in the Trust and will determine what action, if any, should be taken in response to any such conflictFund. A An irreconcilable material irreconcilable 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 Fund Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract Variable Insurance Product owners, variable life insurance contract owners and, where applicable, participants in Qualified Plans; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Board shall promptly inform the Companies Company if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 The Company, on behalf 7.2. Each of itself, its Accounts the Company and any of its affiliates investing in a Fund, the Adviser will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. The Each of the Company and the Adviser will assist the Board in carrying out its responsibilities under SEC rules and regulations. The Adviser, and the Exemptive Order participating insurance companies and under applicable law by providing participating qualified plans will at least annually submit to the Board with all information reasonably necessary for the Board to consider any issues raised with respect to such conflict and by furnishing to the Boardreports, at its reasonable request annually materials, or more frequently, such other materials or reports data as the Board may deem appropriatereasonably request so that the Board may fully carry out the obligations imposed upon by the conditions contained in the Shared Funding Exemptive Order, and said reports, materials, and data will be submitted more frequently if deemed appropriate by the Board. The Company will inform responsibilities to report such information and conflicts and to assist the Board whenever it determines to disregard Contract owner voting instructions, and the Company will carry be carried out its responsibility under this Article 6 with a view only to the interests of its Contract ownerscontract owners and plan participants, as applicable. 6.3 7.3. If it is determined by a majority of the Board, or a majority of its members who are not "interested persons" of the Fund, the Adviser or the Company as that term is defined in the 1940 Act (hereinafter "disinterested Trusteesmembers"), that a material irreconcilable conflict exists with respect to any Fundexists, the Company and other Participating Insurance Companies shall, at its own their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trusteesdirectors), take whatever steps are necessary to remedy or eliminate the irreconcilable material irreconcilable conflict, which steps could includeup to and including: (1) withdrawing the assets allocable to some or all of its Accounts 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.I.E., variable annuity contract owners owners, life insurance policy owners, or variable life insurance contract ownersowners 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. In the event that the Board determines that any proposed action by the Company does not adequately remedy any material irreconcilable conflict, the Company will withdraw the affected Account’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal will be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested Trustees. 6.4 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 Trust’s Fund's election, to withdraw the relevant affected Account’s 's investment in the Trust or a Fund, as applicable, Fund and terminate this Agreement with respect to such Account (at the Company's expense); provided, however, however that any such withdrawal will and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. 7.5. Any 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 withdrawal will take place Account within six months after the Trust gives written notice Board informs the Company in writing that this provision is being implementedit has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. No charge or penalty will be imposed as a result Until the end of any such withdrawalthe foregoing six month period, the Distributor and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 6.5 7.6. For purposes of Sections 6.3 7.3 through 6.4 7.5 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) disinterested members of the 0000 Xxx) of the Trust will Board shall determine whether any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Fund be required to establish a new funding medium for the ContractsVariable Products. Nor The Company shall a Company not be required by Section 6.3 7.3 to establish any a new funding medium for the Contracts Variable Products if an offer to do so has been declined by vote of a majority of Contract contract owners materially adversely affected by the irreconcilable material irreconcilable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to “mixed or shared funding” (as understood for purposes of , or if the Fund obtains a Shared Exemptive Order) on terms and conditions Order which requires provisions that are materially different from those contained in the Exemptive Orderprovisions of this Agreement, then (a) the Trust Fund and/or the CompanyParticipating Insurance Companies, as appropriate, will shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, or to the terms of the Shared Exemptive Order, to the extent such rules are applicable; and (b) Sections 2.43.4, 6.13.5, 6.27.1, 6.3 7.2, 7.3, 7.4, and 6.4 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To the extent required by the Exemptive Order or by applicable law, the 7.1. The Board will monitor the Trust for the existence of any material irreconcilable conflict between or among the interests of the contractowners of all variable contract owners whose contract values are invested through annuity and variable life insurance separate accounts, accounts and Qualified Plan participants in Qualified Plans and Other Purchasers investing in the Trust and will determine what action, if any, should be taken in response to any such conflictTrust. A material irreconcilable 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 Fund Designated Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract owners, variable life insurance contract owners and, where applicable, participants in Qualified Plansof Variable Contracts; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructionsowners of Variable contracts. The Trust will Board shall promptly inform the Companies MONY if it determines that a material irreconcilable conflict exists and of the implications thereof. 6.2 The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, 7.2. MONY will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. The Company MONY will assist the Board in carrying out its responsibilities under the any Shared Funding Exemptive Order and under applicable law Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised with respect raised. This includes, but is not limited to, an obligation by MONY to such conflict and by furnishing inform the Board whenever the voting instructions of owners of Variable Contracts are disregarded. Upon the written request of the Trust, MONY will also provide to the Board, at not more frequently than annually, a written certification in a format to be determined by mutual agreement of the Trust and MONY, as to its reasonable request annually or more frequently, such other materials or reports as the Board best knowledge of any events that may deem appropriateresult in a material irreconcilable conflict. The Company will inform the Board whenever it determines to disregard Contract owner voting instructions, and the Company will carry out its responsibility MONY’s responsibilities under this Article 6 Section 7.2 will be carried out with a view only to the interests of its Contract ownersContractowners. 6.3 7.3. If it is determined by a majority of the Board, or a majority of the its disinterested Trustees, that a material irreconcilable conflict exists with respect to any Fundexists, the Company MONY and other Participating Insurance Companies and Qualified Plans shall, at its own 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 material irreconcilable conflict, which steps could includeup to and including: (1a) withdrawing the assets allocable to some or all of its Accounts the variable annuity and variable life insurance separate accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another FundPortfolio of the Trust, or submitting the question of whether such segregation withdrawal should be implemented to a vote of all affected Contract owners of Variable Contracts and, as appropriate, segregating withdrawing the assets of any appropriate group (i.e.i. e., owners of variable annuity contract contracts or owners or of variable life insurance contract ownerscontracts of one or more Participating Insurance Companies) that votes in favor of such segregationwithdrawal, or offering to the affected Contract owners of Variable Contracts the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action by the Company does not adequately remedy any material irreconcilable conflict, the Company will withdraw the affected AccountMONY’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal responsibilities under this Section 7.3 will be limited carried out with a view only to the extent required by any such material irreconcilable conflict as determined by a majority interests of the disinterested TrusteesContractowners. 6.4 7.4. If a material irreconcilable conflict arises ever were to arise because of a decision by the Company MONY to disregard Contract owner Contractowner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company MONY may be required, at the Trust’s election, to withdraw the relevant affected Account’s (or subaccount’s) investment in the Trust and terminate this Agreement with respect to such Account (or a Fund, as applicable, subaccount); provided, however, that any such withdrawal will and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal will and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result implemented and, until the end of any such withdrawalthat six (6) month period, the Distributors and Trust shall continue to accept and implement orders by MONY for the purchase (and redemption) of shares of the Trust. 6.5 7.5. If a material irreconcilable conflict were ever to arise because a particular state insurance regulator’s decision applicable to MONY conflicts with the majority of other state regulators, then MONY shall withdraw the affected Account’s (or subaccount’s) investment in the Trust and terminate this Agreement with respect to such Account (or subaccount) within six (6) months after the Board informs MONY in writing that it has determined that such decision has created a material irreconcilable conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six (6) month period, the Distributors and Trust shall continue to accept and implement orders by MONY for the purchase (and redemption) of shares of the Trust. 7.6. For purposes of Sections 6.3 7.3 through 6.4 7.6 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) disinterested members of the 0000 Xxx) of the Trust will Board shall determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for the MONY Contracts. Nor MONY shall a Company not be required by Section 6.3 7.3 to establish any a new funding medium for the MONY Contracts if an offer to do so has been declined by vote of a majority of Contract owners Contractowners materially adversely affected by the material irreconcilable conflict. 6.6 If . In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, then MONY will withdraw the Account’s (or subaccount’s) investment in the Trust and terminate this Agreement within six (6) months after the Board informs MONY in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or required by any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 material irreconcilable conflict as determined by a majority of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in disinterested members of the Exemptive Order and any amendment theretoBoard. 7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T6e-3 (T) under the 1940 Act are amended, or proposed 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” funding (as understood for purposes of defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then then: (a) the Trust and/or the CompanyParticipating Insurance Companies, as appropriate, will 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 2.43.4, 6.13.5, 6.27.1, 6.3 7.2, 7.3, 7.4, and 6.4 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted; and (c) this Agreement shall be otherwise amended by the Trust, without the need for any consent of the other parties, as required by such change in law. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To 5.1 The Board of the extent required by the Exemptive Order or by applicable law, the Board Fund will monitor the Trust Fund for the existence of any material irreconcilable conflict between or among the interests of variable the contract owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts investing in the Trust Fund. The Company will report to the Board any potential or existing conflicts of which it is or becomes aware between any of its Contract owners, or between any of its Contract owners and contract owners of other Participating Insurers. The Company will determine what actionbe responsible for assisting the Board in carrying out its responsibilities to identify and resolve material conflicts by providing the Board with all information available to it that is reasonably necessary for the Board to consider any issues raised, if any, should including information as to a decision by the Company to disregard voting instructions of its Contract owners. 5.2 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be taken in response made known promptly by it to any such conflictthe Company and other Participating Insurers. A An irreconcilable material conflict and its implications shall be made known promptly by it to the Company and other Participating Insurers. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, insurance tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract owners, owners and variable life insurance contract owners and, where applicable, participants in Qualified Plansor by contract owners of different Participating Insurers; or (f) a decision by a Participating Insurance Company Insurer to disregard the voting instructions of its variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will promptly inform the Companies if it determines that a material irreconcilable conflict exists and of the implications thereof. 6.2 The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, will report to the Board any potential or existing conflict as described in Section 6.1 of which it is or becomes aware. The Company will assist the Board in carrying out its responsibilities under the Exemptive Order and under applicable law by providing the Board with all information reasonably necessary for the Board to consider any issues raised with respect to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract owner voting instructions, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract owners. 6.3 5.3 If it is determined by a majority of the Board, Board or a majority of the its disinterested Trustees, Directors that a material irreconcilable conflict exists with respect to any Fundthat affects the interests of the Contract owners, the Company shall, at its own expense and to the extent reasonably practicable (as determined by a majority of the Fund's disinterested TrusteesDirectors), take whatever steps are necessary to remedy or eliminate the irreconcilable material irreconcilable conflict, which steps could include: : (1a) withdrawing the assets allocable to some or all of its Accounts the Separate 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, or submitting participating in the submission of the question of whether such segregation should be implemented to a vote of all affected Contract contract owners and, as appropriate, segregating the assets of any appropriate particular group (i.e., variable e.g. annuity contract owners or variable life insurance contract owners) 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. In The Company shall take such steps at its expense if the event that conflict affects solely the Board determines that any proposed action by the Company does not adequately remedy any material irreconcilable conflict, the Company will withdraw the affected Account’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing interests of the foregoing determinationowners of the Company's Contracts, but shall bear only its equitable portion of any such expense if the conflict also affects the interests of the contract owners of one or more Participating Insurers other than the Company, provided, however, : that this sentence shall not be construed to require the Fund to bear any portion of such withdrawal will be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested Trustees. 6.4 expense. If a material irreconcilable conflict arises because of a the Company's decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Trust’s Fund's election, to withdraw the relevant Account’s investment of the Separate Account in the Trust or a Fund, as applicable, provided, however, that any such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after the Trust gives written notice that this provision is being implemented. No and no charge or penalty will be imposed as a result of any such a withdrawal. 6.5 . The Company agrees to take such remedial action as may be required under this paragraph 5.3 with a view only to the interests of its Contract owners. For purposes of Sections 6.3 through 6.4 of this Agreementparagraph 5.3, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) disinterested members of the 0000 Xxx) of the Trust will Fund's Board shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust Fund be required to establish a new funding medium for the Contractsany variable contract. Nor The Company shall a Company not be required by Section 6.3 this paragraph 5.3 to establish any a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract contract owners materially and adversely affected by the irreconcilable material irreconcilable conflict. Notwithstanding the foregoing, if the Company is required under this paragraph 5.3 to withdraw the investment of the Separate Account in the Fund, such withdrawal may take place within six (6) months after the Fund gives written notice that this paragraph 5.3 is being implemented, provided: That the Fund may require that such withdrawal must take place within a shorter period of time after such notice if a majority of the disinterested members of the Fund's Board determines that such shorter period is necessary to avoid irreparable harm to its shareholders; and further provided: That until the end of such six month (or shorter) period the Fund shall continue to accept and implement orders by the Company for the purchase and redemption of Fund Shares. 6.6 If 5.4 In discharging its responsibilities under this Article V, the Company will cooperate and coordinate, to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4necessary, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, Board and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. with other Participating Insurers. 5.5 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed a subsequent Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to “mixed or shared funding” (as understood for purposes of the Exemptive Order) funding on terms and conditions materially different from those contained in the Exemptive Order, Fund's mixed and shared funding order (Investment Company Act Release No. ) then (a) the Trust and/or Fund or the CompanyParticipating Insurers, as appropriate, will shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), and related Rules as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.4, 6.1, 6.2, 6.3 and 6.4 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To the extent required (a) The Company has received a copy of an application for exemptive relief, as amended, filed by the Issuer on December 21, 1987, with the 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 Directors of the Issuer (the "Board") will monitor the Trust Issuer for the existence of any material irreconcilable conflict between or among the interests of variable the contract owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts ("Participating Companies") investing in funds of the Trust and will determine what action, if any, should be taken in response to any such conflictIssuer. A An irreconcilable material irreconcilable 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 Fund portfolio are being managed; (ev) a difference in voting instructions given by variable annuity contract owners, owners and variable life insurance contract owners and, where applicable, participants in Qualified Plansowners; or (fvi) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Board shall promptly inform the Companies Company if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 (b) The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. 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 with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract contract owner voting instructions, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract ownersinstructions are disregarded. 6.3 (c) If it is determined by a majority of the Board, or a majority of the its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists with respect regard to any contract owner investments in a Fund, the Board shall give prompt notice to all Participating Companies. If the Board determines that the Company shallis responsible for causing or creating said conflict, the Company shall at its own expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the disinterested TrusteesBoard members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material irreconcilable 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 its the Accounts from the Fund and reinvesting such assets in a different investment medium, including (but not limited to) another Fund, medium or submitting the question of whether such segregation should be implemented to a vote of all affected Contract contract owners and, as and is appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners or variable owners, life insurance contract owners, or variable contract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected Contract contract owners the option of making such a change; and and/or (2ii) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action . (d) If a material irreconcilable conflict arises as a result of a decision by the Company does not adequately remedy any material irreconcilable conflictto disregard its contract owner voting instructions and said decision represents a minority position or would preclude a majority vote by all of its contract owners having an interest in the Issuer, the Company will at its sole cost, may be required, at the Board's election, to withdraw the affected an Account’s 's investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, Issuer and terminate this Agreement; provided, however, that such withdrawal will and termination shall be limited to the extent required by any such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. 6.4 If a material irreconcilable conflict arises because (e) For the purpose of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority votethis SECTION 12, the Company may be required, at the Trust’s election, to withdraw the relevant Account’s investment in the Trust or a Fund, as applicable, provided, however, that any such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result of any such withdrawal. 6.5 For purposes of Sections 6.3 through 6.4 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of the Trust will Board members shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Issuer be required to establish a new funding medium for the Contractsany Contract. Nor The Company shall a Company not be required by Section 6.3 this SECTION 12 to establish any 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 irreconcilable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to “mixed or shared funding” (as understood for purposes of the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then (a) the Trust and/or the Company, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To 7.1 The Board of Trustees of the extent required by Fund (the Exemptive Order or by applicable law, the Board “Fund Board”) will monitor the Trust Fund for the existence of any material irreconcilable conflict between or among the interests of variable contract owners whose contract values are invested through the contractowners of all separate accounts, participants in Qualified Plans and Other Purchasers accounts investing in the Trust and will determine what action, if any, should be taken in response to any such conflictFund. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-no action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund Portfolio are being managed; (e) a difference in voting instructions given by Participating Insurance Companies or by variable annuity contract owners, and variable life insurance contract owners andcontractowners, where applicable, participants in Qualified Plans; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructionscontractowners. The Trust will Board shall promptly inform the Companies Company if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. A majority of the Fund Board shall consist of persons who are not “interested” persons of the Fund. 6.2 7.2 The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Fund Board. The Company will agrees to assist the Fund Board in carrying out its responsibilities under as delineated in the Exemptive Order application for a mixed and under applicable law shared funding exemptive order, by providing the Fund Board with all information reasonably necessary for the Fund Board to consider any issues raised with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to inform the Board, at its reasonable request annually or more frequently, such other materials or reports as the Fund Board may deem appropriatewhenever contractowner voting instructions are disregarded. The Company will inform the Fund Board whenever shall record in its minutes or other appropriate records, all reports received by it determines and all action with regard to disregard Contract owner voting instructions, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract ownersconflict. 6.3 7.3 If it is determined by a majority of the Fund Board, or a majority of the its disinterested TrusteesDirectors, that a an irreconcilable material irreconcilable conflict exists with respect to any Fundexists, the Company and other Participating Insurance Companies shall, at its own their expense and to the extent reasonably practicable (as determined by a majority of the disinterested TrusteesDirectors), take whatever steps are necessary to remedy or eliminate the irreconcilable material irreconcilable conflict, which steps could includeup to and including: (1) withdrawing the assets allocable to some or all of its Accounts the subaccounts 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 contractowners and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners contractowners or variable life insurance contract ownerscontractowners, of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Contract owners contractowners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. In . 7.4 If the event that Company’s disregard of voting instructions could conflict with the Board determines that any proposed action by the Company does not adequately remedy any material irreconcilable conflict, the Company will withdraw the affected Account’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal will be limited to the extent required by any such material irreconcilable conflict as determined by a majority of contractowner voting instructions, and the disinterested Trustees. 6.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision Company’s judgment represents a minority position or would preclude a majority vote, the Company may be required, at the TrustFund’s election, to withdraw the relevant affected subaccount of the Account’s investment in the Trust or a Fund, as applicable, provided, however, that any Fund and terminate this Agreement with respect to such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority subaccount of the disinterested TrusteesAccount. Any such withdrawal will and termination must take place within six months 60 days after the Trust Fund gives written notice to the Company that this provision is being implemented. No charge or penalty will be imposed as a result Until the end of any such withdrawal60 day period the Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 6.5 7.5 If a particular state insurance regulator’s decision applicable to the Company conflicts with the majority of other state insurance regulators, then the Company will withdraw the affected subaccount of the Account’s investment in the Fund and terminate this Agreement with respect to such subaccount of the Account. Any such withdrawal and termination must take place within 60 days after the Fund gives written notice to the Company that this provision is being implemented. Until the end of such 60 day period the Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.6 For purposes of Sections 6.3 7.3 through 6.4 7.6 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) disinterested members of the 0000 Xxx) of the Trust will Fund Board shall determine whether any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Fund be required to establish a new funding medium for the Contracts. Nor The Company shall a Company not be required by Section 6.3 7.3 to establish any a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners contractowners materially adversely affected by the irreconcilable material irreconcilable conflict. 6.6 If and 7.7 The Company shall at least annually submit to the extent Fund Board such reports, materials or data as the Fund Board may reasonably request so that the Fund Board may fully carry out the duties imposed upon it as delineated in the Mixed and Shared Funding Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendmentOrder, and Sections 2.4said reports, 6.1, 6.2, 6.3 materials and 6.4 of this Agreement data shall continue in effect only to be submitted more frequently if deemed appropriate by the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. Fund Board. 7.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to “mixed or shared funding” funding (as understood for purposes of defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Trust Fund and/or the CompanyParticipating Insurance Companies, as appropriate, will 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 2.43.4, 6.13.5, 6.27.1, 6.3 7.2, 7.3, 7.4, and 6.4 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To the extent required by the Exemptive Order or by applicable law, the 7.1. The Board will monitor the Trust Fund and Portfolios for the existence of any material irreconcilable conflict between or among the interests of variable contract the policy owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts investing in the Trust Fund and will determine what action, if any, should be taken in response to any such conflictPortfolios. A An irreconcilable material irreconcilable 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 Fund Portfolio are being managed; ; (e) a difference in voting instructions given by Participating Insurance Companies or by variable annuity contract owners, and variable life insurance contract owners and, where applicable, participants in Qualified Planspolicy owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract policy owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Board shall promptly inform the Companies Company if it the Board determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 7.2. The CompanyCompany has reviewed a copy of the Mixed and Shared Funding Exemptive Order, on behalf of itselfand in particular, its Accounts has reviewed the conditions to the requested relief set forth therein. As set forth in the Mixed and any of its affiliates investing in a FundShared Funding Exemptive Order, the Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it the Company is or becomes awareaware to the Board. The Company will agrees to assist the Board in carrying out its the Fund's responsibilities under the Mixed and Shared Funding Exemptive Order and under applicable law Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract policy owner voting instructionsinstructions are disregarded. The Board shall record in the minutes or other appropriate records of the Fund, all reports received by the Board and the Company will carry out its responsibility under this Article 6 all action with regard to a view only to the interests of its Contract ownersconflict. 6.3 7.3. If it is determined by a majority of the Board, members of the Board or a majority of the its disinterested Trustees, Trustees that a an irreconcilable material irreconcilable conflict exists with respect to any Fundexists, the Company and other Participating Insurance Companies shall, at its own 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 irreconcilable conflict, which steps could include: up to and including: (1a) withdrawing the assets allocable to some or all of its Accounts the separate accounts from the Fund or any Portfolio and reinvesting such these 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 policy owners and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract policy owners or variable life insurance contract policy owners, of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Contract policy owners the option of making such a change; and and (2b) establishing a new registered management investment company or managed separate account. 7.4. In If the event that Company's disregard of voting instructions could conflict with the Board determines that any proposed action by the Company does not adequately remedy any material irreconcilable conflict, the Company will withdraw the affected Account’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal will be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested Trustees. 6.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract Policy owner voting instructions instructions, and that decision the Company's judgment represents a minority position or would preclude a majority vote, the Company may be required, at the Trust’s election, is permitted to withdraw the relevant Account’s each affected Portfolio's investment in the Trust or Fund. The Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund until the Company notifies the Underwriter and the Fund that the Company is withdrawing each affected Account's investment in the Fund pursuant to this Section 7.4. 7.5. If a Fund, as applicable, provided, however, that any such withdrawal will be limited particular state insurance regulator's decision applicable to the extent required by such material irreconcilable conflict as determined by a Company conflicts with the majority of other state insurance regulators, then the disinterested TrusteesCompany is permitted to withdraw each affected Account's investment in the Fund. Any such withdrawal will take place within six months after The Underwriter and Fund shall continue to accept and implement orders by the Trust gives written notice Company for the purchase (and redemption) of shares of the Fund until the Company notifies the Underwriter and the Fund that the Company is withdrawing each affected Account's investment in the Fund pursuant to this provision is being implemented. No charge or penalty will be imposed as a result of any such withdrawalSection 7.5. 6.5 7.6. For purposes of Sections 6.3 through 6.4 Section 7.3 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of the Trust will Board shall determine whether any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Fund be required to establish a new funding medium for the ContractsPolicies. Nor The Company shall a Company not be required by Section 6.3 7.3 to establish any a new funding medium for the Contracts Policies if an offer to do so has been declined by vote of a majority of Contract Policy owners materially adversely affected by the irreconcilable material irreconcilable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 under the 1940 Act is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to “mixed or shared funding” funding (as understood for purposes of defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then then: (a) the Trust Fund and/or the CompanyParticipating Insurance Companies, as appropriate, will 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 that these rules are applicable; and and (b) Sections 2.43.4, 6.13.5, 6.27.1, 6.3 7.2, 7.3, 7.4, and 6.4 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such these Sections of the Agreement are contained in such Rule(s) as so amended or adopted. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To 7.1 The Board of Trustees of the extent required by Fund (the Exemptive Order or by applicable law, the Board "Fund Board") will monitor the Trust Fund for the existence of any material irreconcilable conflict between or among the interests of variable contract owners whose contract values are invested through the contractowners of all separate accounts, participants in Qualified Plans and Other Purchasers accounts investing in the Trust and will determine what action, if any, should be taken in response to any such conflictFund. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-no action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund Portfolio are being managed; (e) a difference in voting instructions given by Participating Insurance Companies or by variable annuity contract owners, and variable life insurance contract owners andcontractowners, where applicable, participants in Qualified Plans; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructionscontractowners. The Trust will Board shall promptly inform the Companies Company if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. A majority of the Fund Board shall consist of persons who are not "interested" persons of the Fund. 6.2 7.2 The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Fund Board. The Company will agrees to assist the Fund Board in carrying out its responsibilities under as delineated in the Exemptive Order application for a mixed and under applicable law shared funding exemptive order, by providing the Fund Board with all information reasonably necessary for the Fund Board to consider any issues raised with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to inform the Board, at its reasonable request annually or more frequently, such other materials or reports as the Fund Board may deem appropriatewhenever contractowner voting instructions are disregarded. The Company will inform the Fund Board whenever shall record in its minutes or other appropriate records, all reports received by it determines and all action with regard to disregard Contract owner voting instructions, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract ownersconflict. 6.3 7.3 If it is determined by a majority of the Fund Board, or a majority of the its disinterested TrusteesDirectors, that a an irreconcilable material irreconcilable conflict exists with respect to any Fundexists, the Company and other Participating Insurance Companies shall, at its own their expense and to the extent reasonably practicable (as determined by a majority of the disinterested TrusteesDirectors), take whatever steps are necessary to remedy or eliminate the irreconcilable material irreconcilable conflict, which steps could include: up to and including: (1) withdrawing the assets allocable to some or all of its Accounts the subaccounts 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 contractowners and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners contractowners or variable life insurance contract ownerscontractowners, of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Contract owners contractowners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. In . 7.4 If the event that Company's disregard of voting instructions could conflict with the Board determines that any proposed action by the Company does not adequately remedy any material irreconcilable conflict, the Company will withdraw the affected Account’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal will be limited to the extent required by any such material irreconcilable conflict as determined by a majority of contractowner voting instructions, and the disinterested Trustees. 6.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision Company's judgment represents a minority position or would preclude a majority vote, the Company may be required, at the Trust’s Fund's election, to withdraw the relevant affected subaccount of the Account’s 's investment in the Trust or a Fund, as applicable, provided, however, that any Fund and terminate this Agreement with respect to such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority subaccount of the disinterested TrusteesAccount. Any such withdrawal will and termination must take place within six months 60 days after the Trust Fund gives written notice to the Company that this provision is being implemented. No charge or penalty will be imposed as a result Until the end of any such withdrawal60 day period the Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 6.5 7.5 If a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state insurance regulators, then the Company will withdraw the affected subaccount of the Account's investment in the Fund and terminate this Agreement with respect to such subaccount of the Account. Any such withdrawal and termination must take place within 60 days after the Fund gives written notice to the Company that this provision is being implemented. Until the end of such 60 day period the Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.6 For purposes of Sections 6.3 7.3 through 6.4 7.6 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) disinterested members of the 0000 Xxx) of the Trust will Fund Board shall determine whether any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Fund be required to establish a new funding medium for the Contracts. Nor The Company shall a Company not be required by Section 6.3 7.3 to establish any a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners contractowners materially adversely affected by the irreconcilable material irreconcilable conflict. 6.6 If and 7.7 The Company shall at least annually submit to the extent Fund Board such reports, materials or data as the Fund Board may reasonably request so that the Fund Board may fully carry out the duties imposed upon it as delineated in the Mixed and Shared Funding Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendmentOrder, and Sections 2.4said reports, 6.1, 6.2, 6.3 materials and 6.4 of this Agreement data shall continue in effect only to be submitted more frequently if deemed appropriate by the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. Fund Board. 7.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to “mixed or shared funding” funding (as understood for purposes of defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Trust Fund and/or the CompanyParticipating Insurance Companies, as appropriate, will 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 2.43.4, 6.13.5, 6.27.1, 6.3 7.2, 7.3, 7.4, and 6.4 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To the extent required 8.1 The Company has received a copy of an application for exemptive relief, as amended, filed by the Issuer on December 21, 1987, with the 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 Directors of the Issuer (the "Board") will monitor the Trust Issuer for the existence of any material irreconcilable conflict between or among the interests of variable the contract owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts ("Participating Companies") investing in funds of the Trust and will determine what action, if any, should be taken in response to any such conflictIssuer. A An irreconcilable material irreconcilable 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 Fund portfolio are being managed; (ev) a difference in voting instructions given by variable annuity contract owners, owners and variable life insurance contract owners and, where applicable, participants in Qualified Plansowners; or (fvi) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Board shall promptly inform the Companies Company if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 8.2 The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. 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 with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract contract owner voting instructions, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract ownersinstructions are disregarded. 6.3 8.3 If it is determined by a majority of the Board, or a majority of the its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists with respect regard to any contract owner investments in a Fund, the Board shall give prompt notice to all Participating Companies. If the Board determines that the Company shallis responsible for causing or creating said conflict, the Company shall at its own expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the disinterested TrusteesBoard members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material irreconcilable 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 its the Accounts from the Fund and reinvesting such assets in a different investment medium, including (but not limited to) another 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., variable annuity contract owners or variable owners, life insurance contract owners, or variable contract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected Contract contract owners the option of making such a change; and and/or (2b) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action . 8.4 If a material irreconcilable conflict arises as a result of a decision by the Company does not adequately remedy any material irreconcilable conflictto disregard its contract owner voting instructions and said decision represents a minority position or would preclude a majority vote by all of its contract owners having an interest in the Issuer, the Company will at its sole cost, may be required, at the Board's election, to withdraw the affected an Account’s 's investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, Issuer and terminate this Agreement; provided, however, that such withdrawal will and termination shall be limited to the extent required by any such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. 6.4 If a material irreconcilable conflict arises because 8.5 For the purpose of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority votethis Article VIII, the Company may be required, at the Trust’s election, to withdraw the relevant Account’s investment in the Trust or a Fund, as applicable, provided, however, that any such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result of any such withdrawal. 6.5 For purposes of Sections 6.3 through 6.4 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of the Trust will Board members shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Issuer be required to establish a new funding medium for the Contractsany Contract. Nor The Company shall a Company not be required by Section 6.3 this Article VIII to establish any 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 irreconcilable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to “mixed or shared funding” (as understood for purposes of the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then (a) the Trust and/or the Company, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To 8.1. If required under the extent required by the Shared Funding Exemptive Order or by applicable lawOrder, the Board will monitor the Trust for the existence of any material irreconcilable conflict between or among the interests of variable the contract owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts investing in the Trust and will determine what action, if any, should be taken in response to any such conflictTrust. A An irreconcilable material irreconcilable 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 Fund Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract owners, owners and variable life insurance contract owners and, where applicable, participants in Qualified Plansowners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Board shall promptly inform the Companies Company if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 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 Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, will Administrator shall also report to the Board on a quarterly basis whether the Company has reported any potential or existing conflict as described in Section 6.1 of which it is or becomes awarematerial irreconcilable conflicts during the previous calendar quarter. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract owner voting instructionsinstructions are disregarded. 8.3. If required under the Shared Funding Exemptive Order, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract owners. 6.3 If it is determined by a majority of the Board, or a majority of the its disinterested Trusteestrustees, that a material irreconcilable conflict exists with respect to any Fundexists, the Company and other Participating Insurance Companies shall, at its own their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trusteestrustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material irreconcilable conflict, which steps could includeup to and including: (1) withdrawing the assets allocable to some or all of its Accounts 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 FundPortfolio of the Trust, 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., variable annuity contract owners owners, life insurance policy owners, or variable life insurance contract ownersowners 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. In 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 that of a Board determination of an irreconcilable material conflict and the Board determines that any proposed action by the Company does not adequately remedy any material irreconcilable conflictcost of such remedial action, the Company will withdraw the affected Account’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and these responsibilities will be limited carried out with a view only to the extent required by any such material irreconcilable conflict as determined by a majority interests of the disinterested TrusteesContract owners. 6.4 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 Trust’s election, to withdraw the relevant affected Account’s investment in the Trust or a Fund, as applicable, and terminate this Agreement with respect to such Account (at the Company’s expense); provided, however, however that any such withdrawal will and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after members of the Trust gives written notice that this provision is being implementedBoard. No charge or penalty will be imposed as a result of any 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 6.5 For 8.5. If required under the Shared Funding Exemptive Order, for purposes of Sections 6.3 8.3 through 6.4 8.4 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) disinterested members of the 0000 Xxx) of the Trust will Board shall determine whether any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for the Contracts. Nor The Company shall a Company not be required by Section 6.3 8.3 through 8.4 to establish any 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 irreconcilable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto8.6. 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 proposed 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” funding (as understood for purposes of defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Trust and/or the CompanyParticipating Insurance Companies, as appropriate, will 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 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement the Adviser shall continue in effect only at least annually submit to the extent Board such reports, materials or data as the Board may reasonably request so that terms the Board may fully carry out the obligations imposed upon them by the provisions hereof and conditions substantially identical to such Sections are contained in such Rule(s) as so amended the Shared Funding Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Board. Without limiting the generality of the foregoing or adopted. 6.7 The Trust hereby notifies the Company’s obligations under Section 8.2, the Company that it may shall provide to the 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 all Board action with regard to determining the existence of a conflict, notifying Participating Insurance Companies of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the minutes of the Board or other appropriate records, and such minutes or other records shall be made available to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereofSecurities and Exchange Commission upon request.

Potential Conflicts. 6.1 To the extent required by the Exemptive Order or by applicable law, the 7.1. The Board will monitor the Trust for the existence of any material irreconcilable conflict between or among the interests of the contractowners of all variable contract owners whose contract values are invested through annuity and variable life insurance separate accounts, accounts and Qualified Plan participants in Qualified Plans and Other Purchasers investing in the Trust and will determine what action, if any, should be taken in response to any such conflictTrust. A material irreconcilable 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 Fund Designated Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract owners, variable life insurance contract owners and, where applicable, participants in Qualified Plansof Variable Contracts; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructionsowners of Variable contracts. The Trust will Board shall promptly inform the Companies American General if it determines that a material irreconcilable conflict exists and of the implications thereof. 6.2 The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, 7.2. American General will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. The Company American General will assist the Board in carrying out its responsibilities under the any Shared Funding Exemptive Order and under applicable law Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised with respect raised. This includes, but is not limited to, an obligation by American General to such conflict and by furnishing inform the Board whenever the voting instructions of owners of Variable Contracts are disregarded. Upon the written request of the Trust, American General will also provide to the Board, at not more frequently than annually, a written certification in a format to be determined by mutual agreement of the Trust and American General, as to its reasonable request annually or more frequently, such other materials or reports as the Board best knowledge of any events that may deem appropriateresult in a material irreconcilable conflict. The Company will inform the Board whenever it determines to disregard Contract owner voting instructions, and the Company will carry out its responsibility American General's responsibilities under this Article 6 Section 7.2 will be carried out with a view only to the interests of its Contract ownersContractowners. 6.3 7.3. If it is determined by a majority of the Board, or a majority of the its disinterested Trustees, that a material irreconcilable conflict exists with respect to any Fundexists, the Company American General and other Participating Insurance Companies and Qualified Plans shall, at its own 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 material irreconcilable conflict, which steps could include: up to and including: (1a) withdrawing the assets allocable to some or all of its Accounts the variable annuity and variable life insurance separate accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another FundPortfolio of the Trust, or submitting the question of whether such segregation withdrawal should be implemented to a vote of all affected Contract owners of Variable Contracts and, as appropriate, segregating withdrawing the assets of any appropriate group (i.e.i. e., owners of variable annuity contract contracts or owners or of variable life insurance contract ownerscontracts of one or more Participating Insurance Companies) that votes in favor of such segregationwithdrawal, or offering to the affected Contract owners of Variable Contracts the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action by the Company does not adequately remedy any material irreconcilable conflict, the Company will withdraw the affected Account’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal American General's responsibilities under this Section 7.3 will be limited carried out with a view only to the extent required by any such material irreconcilable conflict as determined by a majority interests of the disinterested TrusteesContractowners. 6.4 7.4. If a material irreconcilable conflict arises ever were to arise because of a decision by the Company American General to disregard Contract owner Contractowner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company American General may be required, at the Trust’s 's election, to withdraw the relevant affected Account’s 's (or subaccount's) investment in the Trust and terminate this Agreement with respect to such Account (or a Fund, as applicable, subaccount); provided, however, that any such withdrawal will and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal will and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result implemented and, until the end of any such withdrawalthat six (6) month period, the Distributors and Trust shall continue to accept and implement orders by American General for the purchase (and redemption) of shares of the Trust. 6.5 7.5. If a material irreconcilable conflict were ever to arise because a particular state insurance regulator's decision applicable to American General conflicts with the majority of other state regulators, then American General shall withdraw the affected Account's (or subaccount's) investment in the Trust and terminate this Agreement with respect to such Account (or subaccount) within six (6) months after the Board informs American General in writing that it has determined that such decision has created a material irreconcilable conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six (6) month period, the Distributors and Trust shall continue to accept and implement orders by American General for the purchase (and redemption) of shares of the Trust. 7.6. For purposes of Sections 6.3 7.3 through 6.4 7.6 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) disinterested members of the 0000 Xxx) of the Trust will Board shall determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for the American General Contracts. Nor American General shall a Company not be required by Section 6.3 7.3 to establish any a new funding medium for the American General Contracts if an offer to do so has been declined by vote of a majority of Contract owners Contractowners materially adversely affected by the material irreconcilable conflict. 6.6 If . In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, then American General will withdraw the Account's (or subaccount's) investment in the Trust and terminate this Agreement within six (6) months after the Board informs American General in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or required by any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 material irreconcilable conflict as determined by a majority of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in disinterested members of the Exemptive Order and any amendment theretoBoard. 7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T6e-3 (T) under the 1940 Act are amended, or proposed 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” funding (as understood for purposes of defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then then: (a) the Trust and/or the CompanyParticipating Insurance Companies, as appropriate, will 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 2.43.4, 6.13.5, 6.27.1, 6.3 7.2, 7.3, 7.4, and 6.4 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted; and (c) this Agreement shall be otherwise amended by the Trust, without the need for any consent of the other parties, as required by such change in law. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To 8.1. If required under the extent required by the Shared Funding Exemptive Order or by applicable lawOrder, the Board will monitor the Trust for the existence of any material irreconcilable conflict between or among the interests of variable the contract owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts investing in the Trust and will determine what action, if any, should be taken in response to any such conflictTrust. A An irreconcilable material irreconcilable 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 Fund Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract owners, owners and variable life insurance contract owners and, where applicable, participants in Qualified Plansowners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Board shall promptly inform the Companies Company if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 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 Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, will Administrator shall also report to the Board on a quarterly basis whether the Company has reported any potential or existing conflict as described in Section 6.1 of which it is or becomes awarematerial irreconcilable conflicts during the previous calendar quarter. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract owner voting instructionsinstructions are disregarded. 8.3. If required under the Shared Funding Exemptive Order, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract owners. 6.3 If it is determined by a majority of the Board, or a majority of the its disinterested Trusteestrustees, that a material irreconcilable conflict exists with respect to any Fundexists, the Company and other Participating Insurance Companies shall, at its own their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trusteestrustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material irreconcilable conflict, which steps could includeup to and including: (1) withdrawing the assets allocable to some or all of its Accounts 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 FundPortfolio of the Trust, 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., variable annuity contract owners owners, life insurance policy owners, or variable life insurance contract ownersowners 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. In 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 that of a Board determination of an irreconcilable material conflict and the Board determines that any proposed action by the Company does not adequately remedy any material irreconcilable conflictcost of such remedial action, the Company will withdraw the affected Account’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and these responsibilities will be limited carried out with a view only to the extent required by any such material irreconcilable conflict as determined by a majority interests of the disinterested TrusteesContract owners. 6.4 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 Trust’s election, to withdraw the relevant affected Account’s investment in the Trust or a Fund, as applicable, and terminate this Agreement with respect to such Account (at the Company’s expense); provided, however, however that any such withdrawal will and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after members of the Trust gives written notice that this provision is being implementedBoard. No charge or penalty will be imposed as a result of any 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. 6.5 For 8.5. If required under the Shared Funding Exemptive Order, for purposes of Sections 6.3 8.3 through 6.4 8.4 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) disinterested members of the 0000 Xxx) of the Trust will Board shall determine whether any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for the Contracts. Nor The Company shall a Company not be required by Section 6.3 8.3 through 8.4 to establish any 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 irreconcilable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto8.6. 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 proposed 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” funding (as understood for purposes of defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Trust and/or the CompanyParticipating Insurance Companies, as appropriate, will 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 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement the Adviser shall continue in effect only at least annually submit to the extent Board such reports, materials or data as the Board may reasonably request so that terms the Board may fully carry out the obligations imposed upon them by the provisions hereof and conditions substantially identical to such Sections are contained in such Rule(s) as so amended the Shared Funding Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Board. Without limiting the generality of the foregoing or adopted. 6.7 The Trust hereby notifies the Company’s obligations under Section 8.2, the Company that it may shall provide to the 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 all Board action with regard to determining the existence of a conflict, notifying Participating Insurance Companies of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the minutes of the Board or other appropriate records, and such minutes or other records shall be made available to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereofSecurities and Exchange Commission upon request.

Potential Conflicts. 6.1 To (a) The parties acknowledge that the extent required by the Exemptive Order or by applicable lawFund’s shares may be made available for investment to other participating insurance companies. In such event, the Board Fund’s directors will monitor the Trust Fund for the existence of any material irreconcilable conflict between or among the interests of variable the contract owners whose contract values are invested through separate accounts, participants in Qualified Plans and Other Purchasers investing in the Trust and will determine what action, if any, should be taken in response to any such conflictof all Participating Insurance Companies. A material irreconcilable 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 Fund are being managed; (e) a difference in voting instructions given by variable annuity contract owners, and variable life insurance contract owners and, where applicable, participants in Qualified Plansowners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Fund shall promptly inform Standard of any determination by the Companies if it determines Fund’s directors that a material irreconcilable conflict exists and of the implications thereof. 6.2 The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, will (b) Standard agrees to report to the Board promptly any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Fund. The Company Standard will assist the Board Fund in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law by providing the Board Fund with all information reasonably necessary for and requested by the Board Fund’s directors to consider any issues raised with respect raised. This includes, but is not limited to, an obligation by Standard to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board Fund whenever it determines to disregard Contract owner voting instructions, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract ownersinstructions are disregarded. 6.3 (c) If it is determined by a majority of the BoardFund’s directors, or a majority of the Fund’s disinterested Trusteesdirectors, that a material irreconcilable conflict exists that affects the interests of Contract owners, Standard shall, in cooperation with respect to any Fund, the Company shallother Participating Insurance Companies whose Contract owners are also affected, at its own expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trustees), Fund’s directors) take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps could include: (1a) withdrawing the assets allocable to some or all of its Accounts the 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., variable annuity contract owners or variable 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 (2b) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action by the Company does not adequately remedy any material irreconcilable conflict, the Company will withdraw the affected Account’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal will be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested Trustees. 6.4 (d) If a material irreconcilable conflict arises because of a decision by the Company Standard to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company Standard may be required, at the TrustFund’s election, to withdraw the relevant affected Account’s investment in the Trust or a Fund, as applicable, Fund and terminate this Agreement with respect to such Account; provided, however, however that any such withdrawal will and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the Fund’s disinterested Trusteesdirectors. Any such withdrawal will and termination must take place within six (6) months after the Trust Fund gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result Until the end of any such withdrawalsix (6) month period, the Fund shall continue to accept and implement orders by Standard for the purchase and redemption of shares of the Fund. 6.5 (e) If a material irreconcilable conflict arises because a particular state insurance regulator’s decision applicable to Standard conflicts with the majority of other state regulators, then Standard 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 Fund informs Standard in writing that the Fund has determined that such decision has created a material irreconcilable conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Fund’s disinterested directors. Until the end of such six (6) month period, the Fund shall continue to accept and implement orders by Standard for the purchase and redemption of shares of the Fund. (f) For purposes of Sections 6.3 Items C through 6.4 F of this AgreementSection, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of the Trust will Fund’s disinterested directors shall determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust Fund be required to establish a new funding medium for the Contractsany Contract. Nor Standard shall a Company not be required by Section 6.3 to establish any a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable conflict. In the event that the Fund’s directors determine that any proposed action does not adequately remedy any material irreconcilable conflict, then Standard will withdraw the Account’s investment in the Fund and terminate this Agreement within six (6) months after the Fund informs Standard 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 Fund’s disinterested directors. 6.6 (g) Upon request, Standard shall submit to the Fund’s 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. (h) If and to the extent that Rule 6e-3(T) is amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order or any amendment thereto contains Order) on terms and conditions materially different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreementthose contained in the Shared Funding Exemptive Order, then the Trust Fund and/or the CompanyParticipating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to “mixed or shared funding” (as understood for purposes of the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then (a) the Trust and/or the Company, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and or Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To the extent required by the Exemptive Order or by applicable law, the Board The Trustees will monitor the Trust for the existence of any material irreconcilable conflict between or among the interests of the variable annuity and variable life insurance contract owners whose contract values are invested through funded by each of the separate accounts, participants in Qualified Plans and Other Purchasers accounts investing in the Trust and will determine what action, if any, should be taken in response to any such conflictTrust. A The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative interpretive letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract owners, owners and variable life insurance contract owners and, where applicable, participants in Qualified Plansowners; (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract Contract owners; or (g) a decision by a Qualified Plan, where applicable, Plan to disregard participant the voting instructionsinstructions of plan participants. The Trust will Trustees shall promptly inform the Companies Company if it determines they determine that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awarethey are aware to the Trustees. 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 Order, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board Trustees whenever it determines to disregard Contract owner owners voting instructions, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract ownersinstructions are disregarded. 6.3 If it is determined by a majority of the BoardTrustees, or a majority of the its disinterested Trustees, that a material irreconcilable conflict exists with respect to any Fundexists, the Company and other Participating Insurance Companies shall, at its own their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trusteesdirectors), take whatever steps are necessary to remedy or eliminate the irreconcilable material irreconcilable conflict, which steps could includeup to and including: (1) withdrawing the assets allocable to some or all of its the Company's Accounts and the separate accounts of other Participating Insurance Companies from the Trust or any Fund and reinvesting such assets in a different investment medium, including (but not limited to) another 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 group, (i.e., variable annuity contract owners or variable Contract owners, life insurance contract Contract owners, or 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. In the event that the Board determines that any proposed action by the Company does not adequately remedy any material irreconcilable conflict, the Company will withdraw the affected Account’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal will be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested Trustees. 6.4 If a material irreconcilable conflict arises because of 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 Trust’s 's election, to withdraw the relevant affected Account’s 's investment in the Trust or a Fund, as applicable, and terminate this Agreement with respect to such Account; provided, however, however that any such withdrawal will and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result , and until the end of any such withdrawalthat six month period that Trust and the Distributor shall continue to accept and implement orders by the Company for the purchase (and redemption) of the Trust's shares. 6.5 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 Trust and terminate this Agreement with respect to such Account within six months after the Trustees inform the Company in writing that they have determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Until the end of the foregoing six month period, the Trust and the Distributor shall continue to accept and implement orders by the Company for the purchase (and redemption) of the Trust's shares. 6.6 For purposes of Sections 6.3 through 6.4 6.6 of this Agreement, a majority of the disinterested Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of the Trust will shall determine whether any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for the Contracts. Nor The Company shall a Company not be required by Section 6.3 to establish any 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 Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict. 6.6 If , then the Company will withdraw the Account's investment in the Trust and terminate this Agreement within six (6) months after the Trustees inform the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or required by any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 material irreconcilable conflict as determined by a majority of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. disinterested Trustees. 6.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to “mixed or shared funding” funding (as understood for purposes of defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Trust and/or the Participating Insurance Company, as appropriate, will 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 2.43.4, 3.5, 6.1, 6.2, 6.3 6.3, 6.4 and 6.4 6.5 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To The following provisions shall apply only upon issuance of the Mixed and Shared Funding Order and the sale of shares of the Fund to variable life insurance separate accounts, and then only to the extent required by under the Exemptive Order or by applicable law, the 1940 Act. The Board will monitor the Trust Fund for the existence of any material irreconcilable conflict between or among the interests of variable contract the Contract owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts investing in the Trust and will determine what action, if any, should be taken in response to any such conflictFund. A An irreconcilable material irreconcilable 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 Fund Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract owners, and variable life insurance contract owners and, where applicable, participants in Qualified Plansowners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Board shall promptly inform the Companies Company if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 . The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. The Company will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order and under applicable law Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract owner voting instructions, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract owners. 6.3 instructions are disregarded. If it is determined by a majority of the Board, or a majority of the its disinterested Trusteesmembers, that a material irreconcilable conflict exists with respect to any Fundexists, the Company and other Participating Insurance Companies shall, at its own their expense and to the extent reasonably practicable (as determined by a majority of the disinterested TrusteesBoard members), take whatever steps are necessary to remedy or eliminate the irreconcilable material irreconcilable conflict, which steps could includeup to and including: (1) withdrawing the assets allocable to some or all of its Accounts 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., variable annuity contract owners or variable 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 (2) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action by the Company does not adequately remedy any material irreconcilable conflict, the Company will withdraw the affected Account’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal will be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested Trustees. 6.4 If a material irreconcilable conflict arises because of 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 Trust’s Fund's election, to withdraw the relevant Account’s 's investment in the Trust or a Fund, as applicable, Fund and terminate this Agreement with respect to each Account; provided, however, that any such withdrawal will and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. Any such withdrawal will and termination must take place within six (6) months after the Trust 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. No charge or penalty If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will 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 imposed limited to the extent required by the foregoing material irreconcilable conflict as determined by a result majority of any such withdrawal. 6.5 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. For purposes of Sections 6.3 Section 7.3 through 6.4 7.6 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) disinterested members of the 0000 Xxx) of the Trust will Board shall determine whether any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Fund be required to establish a new funding medium for the Contracts. Nor The Company shall a Company not be required by Section 6.3 7.3 to establish any 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. 6.6 conflict as determined by a majority of the disinterested members of the Board. If and to the extent the Exemptive Mixed and Shared Funding Exemption Order or any amendment thereto contains terms and conditions different from Sections 2.43.4, 6.13.5, 6.23.6, 6.3 7.1, 7.2, 7.3, 7.4, and 6.4 7.5 of this Agreement, then the Trust Fund and/or the CompanyParticipating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with the Mixed and Shared Funding Exemptive Order or any such amendmentOrder, and Sections 2.43.4, 6.13.5, 6.23.6, 6.3 7.1, 7.2, 7.3, 7.4 and 6.4 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 and 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 proposed 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” funding (as understood for purposes of defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Trust Fund and/or the CompanyParticipating Insurance Companies, as appropriate, will 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 2.43.5, 6.13.6, 6.27.1., 6.3 7.2, 7.3, 7.4, and 6.4 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To the extent required by the Exemptive Order or by applicable law, the The Board will monitor the Trust for the existence of any material irreconcilable conflict between or among the interests of variable contract the owners whose contract values are invested through separate accounts, of Contracts participating in the Accounts and participants in of all Qualified Plans and Other Purchasers investing in the Trust Trust, and will determine what action, if any, should be taken in response to any such conflictconflicts. A material irreconcilable 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, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, tax or securities regulatory authorities; (ciii) an administrative or judicial decision in any relevant proceeding; (div) the manner in which the investments of any Fund the Trust are being managed; (ev) a difference in voting instructions given by variable annuity contract Contract owners, variable life insurance contract owners andContract owners, where applicable, participants in and trustees of the Qualified Plans; (fvi) a decision by a Participating Insurance Company to disregard the voting instructions of variable contract Contract owners; or (gvii) if applicable, a decision by a Qualified Plan, where applicable, Plan to disregard participant the voting instructionsinstructions of plan participants. The Trust will shall promptly inform the Companies Company if it the Board determines that a material irreconcilable conflict exists and of the implications thereof. 6.2 The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. The Company will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order and under applicable law by providing the Board with all information reasonably necessary for the Board to consider any issues raised with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract owner voting instructions, instructions are disregarded. The responsibility to report such information and assist the Company Board will carry be carried out its responsibility under this Article 6 with a view only to the interests of its Contract owners. 6.3 If it is determined by a majority of the Board, or a majority of its members who are not "interested persons" of the disinterested Trust under the 1940 Act (the "Independent Trustees"), that a material irreconcilable conflict exists with respect to any Fundexists, the Company shall, at its own expense and to the extent reasonably practicable (as determined by a majority of the disinterested Independent Trustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps could includeup to and including: (1i) withdrawing the assets allocable to some or all of its the Accounts from the Trust or any Fund and reinvesting such assets in a different investment medium, including (but not limited to) another 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.I.E., variable annuity contract owners Contract owners, life insurance Contract owners, or variable life insurance contract ownersContract 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 (2ii) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action by The responsibility of the Company does not adequately remedy any material irreconcilable conflict, the Company will withdraw the affected Account’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal to take remedial action will be limited carried out with a view only to the extent required by any such material irreconcilable conflict as determined by a majority interests of the disinterested TrusteesContract owners. 6.4 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 Trust’s 's election, to withdraw the relevant affected Account’s 's investment in the Trust or a Fund, as applicable, provided, however, and terminate this Agreement with respect to such Account (at the Company's expense); provided that any such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after the Trust gives written notice that this provision is being implemented. No no charge or penalty will be imposed as a result of any such withdrawal. 6.5 For purposes of Sections 6.3 through 6.4 of this AgreementArticle VI, a majority of the Independent Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of the Trust will shall determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust Trust, the Underwriter, the Trust's adviser or any affiliate be required to establish a new funding medium for the Contracts. Nor The Company shall a Company not be required by Section 6.3 the Article VI to establish any a new funding medium for the Contracts any Contract if an offer to do so has been declined by vote of a majority of Contract owners materially and adversely affected by the material irreconcilable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to “mixed or shared funding” funding (as understood for purposes of defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Trust and/or the CompanyParticipating Insurance Companies, as appropriate, will 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 2.43.4, 6.1, 6.2, 6.3 3.5 and 6.4 Article VI 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts Account prospectus disclosure regarding potential conflicts risks of mixed and shared funding may be appropriate. 6.8 The Company, at least annually, will submit to the Board such reports, materials or data as described in Section 6.1 hereofthe Board reasonably may request so that the Board may fully carryout the obligations imposed upon it by the Mixed and Shared Funding Exemptive Order, and such reports, materials and data will be submitted more frequently if deemed appropriate by the Board.

Potential Conflicts. 6.1 To the extent required (a) The Company has received a copy of an application for exceptive relief, as amended, filed by the Issuer on December 21, 1987, with the 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 exemtive relief. As set forth in such application, the Board of Directors of the Issuer (the “Board”) will monitor the Trust Issuer for the existence of any material irreconcilable conflict between or among the interests of variable the contract owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts (“Participating Companies”) investing in funds of the Trust and will determine what action, if any, should be taken in response to any such conflictIssuer. A An irreconcilable material irreconcilable 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 Fund portfolio are being managed; (ev) a difference in voting instructions given by variable annuity contract owners, owners and variable life insurance contract owners and, where applicable, participants in Qualified Plansowners; or (fvi) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Board shall promptly inform the Companies Company if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 (b) The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. 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 with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract contract owner voting instructions, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract ownersinstructions are disregarded. 6.3 (c) If it is determined by a majority of the Board, or a majority of the its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists with respect regard to any contract owner investments in a Fund, the Board shall give prompt notice to all Participating Companies. If the Board determines that the Company shallis responsible for causing or creating said conflict, the Company shall at its own expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the disinterested TrusteesBoard members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material irreconcilable 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 its Accounts the Account from the Fund and reinvesting such assets in a different investment medium, including (but not limited to) another 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., variable annuity contract owners or variable owners, life insurance contract owners, or variable contract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected Contract contract owners the option of making such a change; and and/or (2ii) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action . (d) If a material irreconcilable conflict arises as a result of a decision by the Company does not adequately remedy any material irreconcilable conflictto disregard its contract owner voting instructions and said decision represents a minority position or would preclude a majority vote by all of its contract owners having an interest in the Issuer, the Company will at its sole cost, may be required, at the Board’s election, to withdraw the affected an Account’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, Issuer and terminate this Agreement; provided, however, that such withdrawal will and termination shall be limited to the extent required by any such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. 6.4 If a material irreconcilable conflict arises because (e) For the purpose of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority votethis Section 12, the Company may be required, at the Trust’s election, to withdraw the relevant Account’s investment in the Trust or a Fund, as applicable, provided, however, that any such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result of any such withdrawal. 6.5 For purposes of Sections 6.3 through 6.4 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of the Trust will Board members shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Issuer be required to establish a new funding medium for the Contractsany Contract. Nor The Company shall a Company not be required by this Section 6.3 12 to establish any 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 irreconcilable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to “mixed or shared funding” (as understood for purposes of the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then (a) the Trust and/or the Company, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To (a) The Company has received a copy of an application for exemptive relief, as amended, filed by Trust and certain affiliates on December 20, 1995 with the extent required SEC and the order issued by the SEC on January 17, 1996, 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 of the Trust (the "Board") will monitor the Trust for the existence of any material irreconcilable conflict between or among the interests of variable contract owners whose contract values are invested through the Variable Contract holders of all separate accounts, participants in Qualified Plans and Other Purchasers accounts ("Participating Companies") investing in the Trust and will determine what action, if any, should be taken in response to any such conflictPortfolios. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: including (ai) an action by any a state insurance regulatory authorityaction; (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 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 Fund a Portfolio are being managed; (ev) a difference in among voting instructions given by variable annuity contract owners, variable life insurance contract owners and, where applicable, participants in Qualified PlansVariable Contract Owners/Participants; or (fvi) a decision by a Participating Insurance Company to disregard the voting instructions of variable contract owners; Variable Contract owners or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructionsParticipants. The Trust will Board shall promptly inform the Companies Company if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereofof such conflict. 6.2 (b) The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. 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 with respect raised. This assistance shall include, but is not limited to, an obligation by the Company (i) to such conflict inform the Board whenever the voting instructions of Variable Contract owners or Participants are disregarded, and by furnishing (ii) to submit to the BoardBoard such reports, at its reasonable request annually or more frequently, such other materials or reports data as the Board may deem appropriatereasonably request so that the Board may fully carry out the obligations imposed upon it by the Shared Funding Order, and such reports, materials and data shall be submitted more frequently if deemed appropriate by the Board. The Company will inform the Board whenever it determines to disregard Contract owner voting instructions, and the Company will carry out its responsibility under this Article 6 subsection (b) with a view only to the interests of its the Variable Contract ownersowners and Participants. 6.3 (c) If it is determined by a majority of the Board, or a majority of the disinterested trustees of the Board ("Independent Trustees"), determine that a material irreconcilable conflict exists with respect regard to any FundVariable Contract owner or Participant investments in the Portfolios, the Company shallBoard shall give prompt notice to all Participating Companies. If the Trust or XXX is responsible for causing or creating such conflict, XXX shall at its own expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the disinterested Independent Trustees), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. If a majority of the Board or a majority of the Independent Trustees determine that the Company is responsible for causing or creating such conflict, the Company shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Independent Trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material irreconcilable 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 its the Accounts from the Fund Portfolios and reinvesting such those assets in a different investment medium, including (but not limited to) another Fund, medium or submitting the question of whether such segregation should be implemented to a vote of all affected Variable Contract owners and Participants, and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners or variable owners, life insurance contract owners, or Variable Contract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners or Participants the option of making such a change; and and/or (2ii) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action by the Company does not adequately remedy any material irreconcilable conflict, the Company will withdraw the affected Account’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal will be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested Trustees. 6.4 (d) If a material irreconcilable conflict arises because as a result of a decision by the Company to disregard Contract owner the voting instructions of its Variable Contract owners or Participants, and that decision represents a minority position or would preclude a majority vote, the Company at its sole cost, may be required, at the Trust’s election, to withdraw the relevant an Account’s 's investment in the affected Portfolio and no charge or penalty will be imposed by XXX or the Trust or as a Fund, as applicable, result of such withdrawal; provided, however, that any such withdrawal will and termination shall be limited to the extent required by such to remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested Independent Trustees. Any such withdrawal will take place within six months after The Company's responsibility under this subsection (d) shall be carried out with a view only to the Trust gives written notice that this provision is being implementedinterests of the Variable Contract owners and Participants. No charge In addition, no Variable Contract owner shall be required to bear, directly or penalty will be imposed as indirectly, the costs of remedial actions taken to remedy a result of any such withdrawalmaterial irreconcilable conflict. 6.5 (e) For purposes of Sections 6.3 through 6.4 the purpose of this AgreementSection 12, a majority of the Independent Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of the Trust will shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust or XXX be required to establish a new funding medium for the Contractsany Variable Contract. Nor The Company shall a Company not be required by this Section 6.3 12 to establish any a new funding medium for the Contracts any Variable Contract if an offer to do so has been declined by vote of a majority of the Variable Contract owners or Participants materially adversely affected by the irreconcilable material irreconcilable conflict. 6.6 If and to (f) All reports received by the extent the Exemptive Order Board regarding potential or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendmentexisting conflicts, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision all action of the Act or the rules promulgated thereunder Board with respect to “mixed determining the existence of a conflict, notifying Participating Companies of a conflict, and determining whether any proposed action adequately remedies a conflict, will be properly recorded in the minutes or shared funding” (as understood for purposes other appropriate records of the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then (a) the Trust and/or the Company, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall 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 adoptedTrust. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To 7.1. The parties to this Agreement acknowledge that the Fund has obtained (or will obtain) an order of exemption from the SEC (the "Exemptive Order," File No. 812-9674) granting relief from various provisions of the 1940 Act and the rules thereunder to the extent required necessary to permit Fund shares to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and other Qualified Persons (as defined in Section 2.8). The Fund hereby notifies the Exemptive Order or by applicable law, the Companies that Contract Prospectus disclosure regarding potential risks of such mixed and shared funding may be appropriate. 7.2. The Fund Board will shall monitor the Trust for the existence of any material irreconcilable conflict between or among the interests of variable contract owners whose contract values are invested through separate accounts, participants in Qualified Plans and Other Purchasers investing in the Trust and will determine what action, if any, should be taken in response to any such conflict. A material irreconcilable 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 Fund are being managed; (e) a difference in voting instructions given by variable annuity contract owners, variable life insurance contract owners and, where applicable, participants in Qualified Plans; (f) a decision by a Participating Insurance Company to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructionsProduct Owners. The Trust will Fund Board shall promptly inform the Companies Company Contact if it determines that a material irreconcilable conflict exists and of the implications thereof. 6.2 (a) The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, will Companies shall report to the Board any potential or existing conflict as described conflicts promptly to the Fund Board, and in Section 6.1 of which particular whenever Contract Owner voting instructions are disregarded, and recognizes that it is or becomes aware. The Company will assist shall be responsible for assisting the Fund Board in carrying out its responsibilities under in connection with the Exemptive Order and under applicable law by providing the Board with all information reasonably necessary for the Board to consider any issues raised with respect to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriateOrder. The Company will inform the Board whenever it determines Companies agree to disregard Contract owner voting instructions, and the Company will carry out its responsibility under this Article 6 such responsibilities with a view only to the interests of its Contract ownersOwners. 6.3 (b) The Companies shall at least annually submit to the Fund Board such reports, materials or data as the Fund Board may reasonably request so that the Fund Board and the Fund may fully carry out the obligations imposed upon them by the conditions of the Exemptive Order, and such reports, material and data shall be submitted more frequently if deemed appropriate by the Fund Board. 7.4. If it is determined by a majority of the Fund Board, or a majority of its directors who are not "interested persons" as defined in the disinterested Trustees1940 Act ("Disinterested Directors"), determines that a material irreconcilable conflict exists with respect regard to any Contract Owner investments in the Fund, the Fund Board shall give prompt notice to all Participating Insurance Companies. If the Fund Board determines that any Company shallis responsible in full or in part for causing or creating said conflict, such Company (and other responsible Participating Insurance Companies) shall at its own no cost and expense to the Fund, and to the extent reasonably practicable (as determined by a majority of the disinterested TrusteesDisinterested Directors), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material irreconcilable conflict. Such necessary action may include, which steps could include: but shall not be limited to: (1a) withdrawing Withdrawing the assets allocable to some or all of its Accounts the Account(s) from the Fund or any portfolio thereof and reinvesting such assets in a different investment medium, including (but not limited to) another Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners Owners and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners or variable Contract Owners, life insurance contract ownersContract Owners, or other Product Owners) that votes in favor of such segregation, segregation or offering to the affected Contract owners Owners the option of making such a change; and and (2b) establishing Establishing a new registered management investment company company. 7.5. If a material irreconcilable conflict arises as a result of a decision by any Company to disregard Contract Owner voting instructions and said decision represents a minority position or managed separate accountwould preclude a majority vote by all Contract Owners having an interest in the Fund, such Company may be required, at the Fund Board's election, to withdraw the Account's investment in the Fund and terminate this Agreement with respect to such Account; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Directors. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period the Adviser and Fund shall continue to accept and implement orders by such Company for the purchase (and redemption) of shares of the Fund (subject to Section 2.1 above). No charge or penalty will be imposed as a result of such withdrawal. 7.6. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to any Company conflicts with the majority of other state regulators, then such 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 Contact in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Directors. Until the end of the foregoing six month period, the Adviser and Fund shall continue to accept and implement orders by such Company for the purchase (and redemption) of shares of the Fund (subject to Section 2.1 above). 7.7. For purposes of this Article, a majority of the Disinterested Directors shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event shall the Fund be required to bear the expense of establishing a new funding medium for any Contract. No Company shall be required by this Article to establish a new funding medium for 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 by the Company does not adequately remedy any irreconcilable material irreconcilable conflict, the then such Company will withdraw the affected Account’s 's investment in the Trust or a Fund and terminate this Agreement within six (6) months (or as otherwise agreed by the Parties) after the Board informs the Company Contact in writing of the foregoing determination, provided, however, that such withdrawal will and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested TrusteesDisinterested Directors. 6.4 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 Trust’s election, to withdraw the relevant Account’s investment in the Trust or a Fund, as applicable, provided, however, that any such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result of any such withdrawal. 6.5 For purposes of Sections 6.3 through 6.4 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of the Trust will determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for the Contracts. Nor shall a Company be required by Section 6.3 to establish any new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision provisions of the 1940 Act or the rules promulgated thereunder with respect to “mixed or and shared funding” (as understood for purposes of the Exemptive Order) funding on terms and conditions materially different from those contained in the Exemptive Order, then (a) the Trust Fund and/or the any Company, as appropriate, will shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and or Rule 6e-3, as adopted, as applicable, to the extent such rules are applicable; , and (b) Sections 2.4, 6.1, 6.2, 6.3 and 6.4 7.2 through 7.7 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To the extent required (a) ING has received a copy of an application for exemptive relief, as amended, filed by the Fund on and with the SEC and the order issued by the SEC dated ________ (File No. _______) in response thereto (the "Mixed and Shared Funding Exemptive Order or by applicable lawOrder"). ING 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 Directors of Fund (the "Board") will monitor the Trust Fund for the existence of any material irreconcilable conflict between or among the interests of variable contract owners whose contract values are invested through the contractholders of all separate accounts, participants in Qualified Plans and Other Purchasers accounts ("Participating Companies") investing in the Trust and will determine what action, if any, should be taken in response to any such conflictFund. A An irreconcilable material irreconcilable 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 Fund portfolio are being managed; (ev) a difference in voting instructions given by variable annuity contract owners, contractholders and variable life insurance contract owners and, where applicable, participants in Qualified Planscontractholders; or (fvi) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructionscontractholders. The Trust will Board shall promptly inform the Companies ING if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, (b) ING will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. The Company ING 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 with respect raised. This includes, but is not limited to, an obligation by ING to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract owner contractholder voting instructions, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract ownersinstructions are disregarded. 6.3 (c) If it is determined by a majority of the Board, or a majority of the its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists with respect regard to any contractholder investments in a Fund, the Company shallBoard shall give prompt notice to all Participating Companies. If the Board determines that ING is responsible for causing or creating said conflict, ING shall at its own expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the disinterested TrusteesBoard members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material irreconcilable 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 its Accounts the Account from the Fund and reinvesting such assets in a different investment medium, including (but not limited to) another Fund, medium or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, contractholders and as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners or variable owners, life insurance contract owners, or variable contract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected Contract owners contractholders the option of making such a change; and and/or (2ii) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action by the Company does not adequately remedy any . (d) If a material irreconcilable conflictconflict arises as a result of a decision by ING to disregard its contractholder voting instructions and said decision represents a minority position or would preclude a majority vote by all of its contractholders having an interest in the Fund, ING at its sole cost, may be required, at the Company will Board's election, to withdraw the affected an Account’s 's investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, and terminate this Agreement; provided, however, that such withdrawal will and termination shall be limited to the extent required by any such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. 6.4 If a material irreconcilable conflict arises because (e) For the purpose of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority votethis Section 10, the Company may be required, at the Trust’s election, to withdraw the relevant Account’s investment in the Trust or a Fund, as applicable, provided, however, that any such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result of any such withdrawal. 6.5 For purposes of Sections 6.3 through 6.4 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of the Trust will Board members shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Fund be required to establish a new funding medium for the Contractsany Contract. Nor ING shall a Company not be required by this Section 6.3 10 to establish any a new funding medium for the Contracts any Contract if an offer to do so has been declined by vote of a majority of the Contract owners or participants materially adversely affected by the irreconcilable material irreconcilable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to “mixed or shared funding” (as understood for purposes of the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then (a) the Trust and/or the Company, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.

Potential Conflicts. 6.1 To the extent required (a) The Company has received a copy of an application for exemptive relief, as amended, filed by the Issuer on December 21, 1987, with the 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 Directors of the Issuer (the “Board”) will monitor the Trust Issuer for the existence of any material irreconcilable conflict between or among the interests of variable the contract owners whose contract values are invested through of all separate accounts, participants in Qualified Plans and Other Purchasers accounts (“Participating Companies”) investing in funds of the Trust and will determine what action, if any, should be taken in response to any such conflictIssuer. A An irreconcilable material irreconcilable 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 Fund portfolio are being managed; (ev) a difference in voting instructions given by variable annuity contract owners, owners and variable life insurance contract owners and, where applicable, participants in Qualified Plansowners; or (fvi) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of variable contract owners; or (g) a decision by a Qualified Plan, where applicable, to disregard participant voting instructions. The Trust will Board shall promptly inform the Companies Company if it determines that a an irreconcilable material irreconcilable conflict exists and of the implications thereof. 6.2 (b) The Company, on behalf of itself, its Accounts and any of its affiliates investing in a Fund, Company will report to the Board any potential or existing conflict as described in Section 6.1 conflicts of which it is or becomes awareaware to the Board. 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 with respect raised. This includes, but is not limited to, an obligation by the Company to such conflict and by furnishing to the Board, at its reasonable request annually or more frequently, such other materials or reports as the Board may deem appropriate. The Company will inform the Board whenever it determines to disregard Contract contract owner voting instructions, and the Company will carry out its responsibility under this Article 6 with a view only to the interests of its Contract ownersinstructions are disregarded. 6.3 (c) If it is determined by a majority of the Board, or a majority of the its disinterested TrusteesBoard members, determines that a material irreconcilable conflict exists with respect regard to any contract owner investments in a Fund, the Board shall give prompt notice to all Participating Companies. If the Board determines that the Company shallis responsible for causing or creating said conflict, the Company shall at its own expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the disinterested TrusteesBoard members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material irreconcilable 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 its the Accounts from the Fund and reinvesting such assets in a different investment medium, including (but not limited to) another 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., variable annuity contract owners or variable owners, life insurance contract owners, or variable contract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected Contract contract owners the option of making such a change; and and/or (2ii) establishing a new registered management investment company or managed separate account. In the event that the Board determines that any proposed action . (d) If a material irreconcilable conflict arises as a result of a decision by the Company does not adequately remedy any material irreconcilable conflictto disregard its contract owner voting instructions and said decision represents a minority position or would preclude a majority vote by all of its contract owners having an interest in the Issuer, the Company will at its sole cost, may be required, at the Board’s election, to withdraw the affected an Account’s investment in the Trust or a Fund within six months (or as otherwise agreed by the Parties) after the Board informs the Company in writing of the foregoing determination, Issuer and terminate this Agreement; provided, however, that such withdrawal will and termination shall be limited to the extent required by any such the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trusteesmembers of the Board. 6.4 If a material irreconcilable conflict arises because (e) For the purpose of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority votethis Section 12, the Company may be required, at the Trust’s election, to withdraw the relevant Account’s investment in the Trust or a Fund, as applicable, provided, however, that any such withdrawal will be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal will take place within six months after the Trust gives written notice that this provision is being implemented. No charge or penalty will be imposed as a result of any such withdrawal. 6.5 For purposes of Sections 6.3 through 6.4 of this Agreement, a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of the Trust will Board members shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Issuer be required to establish a new funding medium for the Contractsany Contract. Nor The Company shall a Company not be required by this Section 6.3 12 to establish any 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 irreconcilable conflict. 6.6 If and to the extent the Exemptive Order or any amendment thereto contains terms and conditions different from Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the Exemptive Order or any such amendment, and Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Exemptive Order and any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to “mixed or shared funding” (as understood for purposes of the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then (a) the Trust and/or the Company, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.4, 6.1, 6.2, 6.3 and 6.4 of this Agreement shall 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. 6.7 The Trust hereby notifies the Company that it may be appropriate to include in prospectuses for the Contracts disclosure regarding potential conflicts as described in Section 6.1 hereof.