Participation Agreement

Participation Agreement
		as of May 1, 2004
		Franklin Xxxxxxxxx Variable Insurance Products Trust
		Franklin/Xxxxxxxxx Distributors, Inc.
		National Life Insurance Company
		Equity Services, Inc.


		CONTENTS

	Section	Subject Matter

	1.	Parties and Purpose
	2.	Representations and Warranties
	3.	Purchase and Redemption of Trust Portfolio Shares
	4.	Fees, Expenses, Prospectuses, Proxy Materials and Reports
	5.	Voting
	6.	Sales Material, Information and Trademarks
	7.	Indemnification
	8.	Notices
	9.	Termination
	10.	Miscellaneous

		Schedules to this Agreement

	A.	The Company
	B.	Accounts of the Company
	C.	Available Portfolios and Classes of Shares of the Trust; Investment
		Advisers
	D.	Contracts of the Company
	E.	[this schedule is not used]
	F.	Rule 12b-l Plans of the Trust
	G.	Addresses for Notices
	H.	Shared Funding Order


1.	Parties and Purpose

	This agreement (the "Agreement") is between certain portfolios and classes thereof,
specified below and in Schedule C, of Franklin Xxxxxxxxx Variable Insurance Products
Trust, an open-end management investment company organized as a business trust under
Massachusetts law (the "Trust"), Franklin/Xxxxxxxxx Distributors, Inc., a California
corporation which is the principal underwriter for the Trust (the "Underwriter," and together
with the Trust, "we" or "us") and the insurance company identified on Schedule A ("you")

and your distributor, on your own behalf and on behalf of each segregated asset account
maintained by you that is listed on Schedule B, as that schedule may be amended from time to
time ("Account" or "Accounts").

The purpose of this Agreement is to entitle you, on behalf of the Accounts, to purchase
the shares, and classes of shares, of portfolios of the Trust ("Portfolios") that are identified on
Schedule C, consistent with the terms of the prospectuses of the Portfolios, solely for the purpose
of funding benefits of your variable life insurance policies or variable annuity contracts
("Contracts") that are identified on Schedule D. This Agreement does not authorize any other
purchases or redemptions of shares of the Trust.

2. Representations and Warranties

2.1 Representations and Warranties by You

You represent and warrant that:

2.1.1 You are an insurance company duly organized and in good standing
under the laws of your state of incorporation.

2.1.2 All of your directors, officers, employees, and other individuals or entities
dealing with the money and/or securities of the Trust are and shall be at all times covered by a
blanket fidelity bond or similar coverage for the benefit of the Trust, in an amount not less than
$5 million. Such bond shall include coverage for larceny and embezzlement and shall be issued
by a reputable bonding company. You agree to make all reasonable efforts to see that this bond
or another bond containing such provisions is always in effect, and you agree to notify us in the
event that such coverage no longer applies.

2.1.3 Each Account is a duly organized, validly existing segregated asset account
under applicable insurance law and interests in each Account are offered exclusively through the
purchase of or transfer into a "variable contract" within the meaning of such terms under Section
817 of the Internal Revenue Code of 1986, as amended ("Code") and the regulations thereunder.
You will use your best efforts to continue to meet such definitional requirements, and will notify
us immediately upon having a reasonable basis for believing that such requirements have ceased
to be met or that they might not be met in the future.

2.1.4 Each Account either: (i) has been registered or, prior to any issuance or sale
of the Contracts, will be registered as a unit investment trust under the Investment Company Act
of 1940 ("1940 Act"); or (ii) has not been so registered in proper reliance upon an exemption
from registration under Section 3(c) of the 1940 Act; if the Account is exempt from registration
as an investment company under Section 3(c) of the 1940 Act, you will use your best efforts to
maintain such exemption and will notify us immediately upon having a· reasonable basis for
believing that such exemption no longer applies or might not apply in the future.

2.1.5 The Contracts or interests in the Accounts: (i) are or, prior to any issuance
or sale will be, registered as securities under the Securities Act of 1933, as amended (the "1933
Act"); or (ii) are not registered because they are properly exempt from registration under Section
3(a)(2) of the 1933 Act or will be offered exclusively in transactions that are properly exempt
from registration under Section 4(2) or Regulation D of the 1933 Act, in which case you will
make every effort to maintain such exemption and will notify us immediately upon having a
reasonable basis for believing that such exemption no longer applies or might not apply in the
future.

2.1.6 The Contracts: (i) will be sold by broker-dealers, or their registered
representatives, who are registered with the Securities and Exchange Commission ("SEC") under
the Securities and Exchange Act of 1934, as amended (the "1934 Act") and who are members in
good standing of the National Association of Securities Dealers, Inc. (the ''NASD''); (ii) will be
issued and sold in compliance in all material respects with all applicable federal and state laws;
and (iii) will be sold in compliance in all material respects with state insurance suitability
requirements and NASD suitability guidelines. Without limiting the foregoing, you agree that in
recommending to a Contract owner the purchase, sale or exchange of any subaccount units under
the Contracts, you shall have reasonable grounds for believing that the recommendation is
suitable for such Contract owner.

2.1.7 The Contracts currently are and will be treated as annuity contracts or life
insurance contracts under applicable provisions of the Code and you will use your best efforts to
maintain such treatment; you will notify us immediately upon having a reasonable basis for
believing that any of the Contracts have ceased to be so treated or that they might not be so
treated in the future.

2.1.8 The fees and charges deducted under each Contract, in the aggregate, are
reasonable in relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by you.

2.1.9 You will use shares of the Trust only for the purpose of funding
benefits of the Contracts through the Accounts.

2.1.10 Contracts will not be sold outside of the United States.

2.1.11 With respect to any Accounts which are exempt from registration under the

1940 Act in reliance on 3(c)(I) or Section 3(c)(7) thereof:

2.1.11.1 the principal underwriter for each such Account and any sub accounts thereof is a
registered broker-dealer with the SEC under the 1934 Act;

2.1.11.2 the shares of the Portfolios of the Trust are and will continue to be the only investment
securities held by the corresponding subaccounts; and

2.1.11.3 with regard to each Portfolio, you, on behalf of the
corresponding subaccount, will:

(a) vote such shares held by it in the same
proportion as the vote of all other holders of such shares; and

(b) refrain from substituting shares of another
security for such shares unless the SEC has approved such
substitution in the manner provided in Section 26 of the
0000 Xxx.

2.1.12 As covered financial institutions we, only with respect to Portfolio
shareholders, and you each undertake and agree to comply, and to take full responsibility in
complying with any and all applicable laws, regulations, protocols and other requirements
relating to money laundering including, without limitation, the International Money
Laundering Abatement and Anti-Terrorist Financing Act of2001 (Title III of the USA
PATRIOT Act).

2.2 Representations and Warranties by the Trust

The Trust represents and warrants that:

2.2.1 It is duly organized and in good standing under the laws of the State of
Massachusetts.

2.2.2 All of its directors, officers, employees and others dealing with the
money and/or securities of a Portfolio are and shall be at all times covered by a blanket
fidelity bond or similar coverage for the benefit of the Trust in an amount not less than the
minimum coverage required by Rule 17 g-l or other regulations under the 1940 Act. Such
bond shall include coverage for larceny and embezzlement and be issued by a reputable
bonding company.

2.2.3 It is registered as an open-end management investment company under the
0000 Xxx.

2.2.4 Each class of shares of the Portfolios of the Trust is registered under the
0000 Xxx.

2.2.5 It will amend its registration statement under the 1933 Act and the

1940 Act from time to time as required in order to effect the continuous offering of its shares.

2.2.6 It will comply, in all material respects, with the 1933 and 1940 Acts and
the rules and regulations thereunder.

2.2.7 It is currently qualified as a "regulated investment company" under
Subchapter M of the Code, it will make every effort to maintain such qualification, and will

notify you immediately upon having a reasonable basis for believing that it has ceased to so
qualify or that it might not so qualify in the future.

2.2.8 The Trust will use its best efforts to comply with the diversification
requirements for variable annuity, endowment or life insurance contracts set forth in Section
817(h) of the Code, and the rules and regulations thereunder, including without limitation
Treasury Regulation 1.817 -5. Upon having a reasonable basis for believing any Portfolio has
ceased to comply and will not be able to comply within the grace period afforded by
Regulation 1.817 -5, the Trust will notify you immediately and will take all reasonable steps
to adequately diversify the Portfolio to achieve compliance.

2.2.9 It currently intends for one or more classes of shares (each, a "Class") to
make payments to finance its distribution expenses, including service fees, pursuant to a plan
("Plan") adopted under rule 12b-1 under the 1940 Act ("Rule 12b-1 "), although it may
determine to discontinue such practice in the future. To the extent that any Class of the Trust
finances its distribution expenses pursuant to a Plan adopted under rule 12b-1, the Trust
undertakes to comply with any then current SEC interpretations concerning rule 12b-1 or any
successor provisions.

2.3 Representations and Warranties by the Underwriter

The Underwriter represents and warrants that:

2.3.1 It is registered as a broker dealer with the SEC under the 1934 Act, and is a
member in good standing of the NASD.

2.3.2 Each investment adviser listed on Schedule C (each, an "Adviser") is duly
registered as an investment adviser under the Investment Advisers Act of 1940, as amended,
and any applicable state securities law.

2.4 Warranty and Agreement by Both You and Us

We received an order from the SEC dated November 16, 1993 (file no. 812-8546),
which was amended by a notice and an order we received on September 17, 1999 and
October 13, 1999, respectively (file no. 812-11698) (collectively, the "Shared Funding Order,"
attached to this Agreement as Schedule H). The Shared Funding Order grants exemptions from
certain provisions of the 1940 Act and the regulations thereunder to the extent necessary to permit
shares of the Trust to be sold to and held by variable annuity and variable life insurance separate
accounts of both affiliated and unaffiliated life insurance companies and qualified pension and
retirement plans outside the separate account context. You and we both warrant and agree that
both you and we will comply with the "Applicants' Conditions" prescribed in the Shared Funding
Order as though such conditions were set forth verbatim in this Agreement, including, without
limitation, the provisions regarding potential conflicts of interest between the separate accounts
which invest in the Trust and regarding contract owner voting privileges. In order for the Trust's
Board of Trustees to perform its duty to monitor for conflicts of interest, you agree to inform us of
the occurrence of any of the events specified in

condition 2 of the Shared Funding Order to the extent that such event mayor does result in a
material conflict of interest as defined in that order.

3. Purchase and Redemption of Trust Portfolio Shares

3.1 Availability of Trust Portfolio Shares

3.1.1 We will make shares of the Portfolios available to the Accounts for the

benefit of the Contracts. The shares will be available for purchase at the net asset value per share
next computed after we (or our agent, or you as our designee) receive a purchase order, as
established in accordance with the provisions of the then current prospectus of the Trust. All
orders are subject to acceptance by us and by the Portfolio or its transfer agent, and become
effective only upon confirmation by us. Notwithstanding the foregoing, the Trust's Board of
Trustees ("Trustees") may refuse to sell shares of any Portfolio to any person, or may suspend or
terminate the offering of shares of any Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or if, in the sole discretion of the Trustees, they deem such action
to be in the best interests of the shareholders of such Portfolio.

3.1.2 Without limiting the other provisions of this Section 3.1, among other
delegations by the Trustees, the Trustees have determined that there is a significant risk that the
Trust and its shareholders may be adversely affected by investors with short term trading activity
and/or whose purchase and redemption activity follows a market timing pattern as defined in the
prospectus for the Trust, and have authorized the Trust, the Underwriter and the Trust's transfer
agent to adopt procedures and take other action (including, without limitation, rejecting specific
purchase orders in whole or in part) as they deem necessary to reduce, discourage, restrict or
eliminate such trading and/or market timing activity. You agree that your purchases and
redemptions of Portfolio shares are subject to, and that you will assist us in implementing, the
Market Timing Trading Policy and Additional Policies (as described in the Trust's prospectus)
and the Trust's restrictions on excessive and/or short term trading activity and/or purchase and
redemption activity that follows a market timing pattern.

3.1.3 We agree that shares of the Trust will be sold only to life insurance
companies which have entered into fund participation agreements with the Trust ("Participating
Insurance Companies") and their separate accounts or to qualified pension and retirement plans in
accordance with the terms of the Shared Funding Order. No shares of any Portfolio will be sold to
the general public.

3.2	Manual or Automated Portfolio Share Transactions

	3.2.1 Section 3.3 of this Agreement shall govern and Section 3.4 shall not be

operative, unless we receive from you at the address provided in the next sentence, written notice
that you wish to communicate, process and settle purchase and redemptions for shares
(collectively, "share transactions") via the Fund/SERV and Networking systems of the National
Securities Clearing Corporation ("NSCC"). The address for you to send such written notice shall
be: Retirement Services, Franklin Xxxxxxxxx Investments, 000 Xxxx Xxxxx, 0^0xXxxxx, Xxx Xxxxx,
Xxxxxxxxxx 00000-0000. After giving ten (10) days' advance written notice

at the address provided in the previous sentence of your desire to use NSCC processing,
Section 3.4 of this Agreement shall govern and Section 3.3 shall not be operative.

3.2.2 At any time when, pursuant to the preceding paragraph, Section 3.4 of this
Agreement governs, any party to this Agreement may send written notice to the other parties that
it chooses to end the use of the NSCC Fund/SERV and Networking systems and return to manual
handling of share transactions. Such written notice shall be sent: (i) if from you to us, to the
address provided in the preceding paragraph; (ii) if from us to you, to your address in Schedule G
of this Agreement. After giving ten (10) days' advance written notice at the address as provided in
the previous sentence, Section 3.3 of this Agreement shall govern and Section 3.4 shall not be
operative.

3.3 Manual Purchase and Redemption

3.3.1 You are hereby appointed as our designee for the sole purpose of receiving

from Contract owners purchase and exchange orders and requests for redemption resulting from
investment in and payments under the Contracts that pertain to sub accounts that invest in
Portfolios ("Instructions"). "Business Day" shall mean any day on which the New York Stock
Exchange is open for trading and on which the Trust calculates its net asset value pursuant to the
rules of the SEC and its current prospectus. "Close of Trading" shall mean the close of trading on
the New York Stock Exchange, generally 4:00 p.m. Eastern Time. You represent and warrant that
all Instructions transmitted to us for processing on or as of a given Business Day ("Day 1") shall
have been received in proper form and time stamped by you prior to the Close of Trading on Day
1. Such Instructions shall receive the share price next calculated following the Close of Trading
on Day 1, provided that we receive such Instructions from you before 9 a.m. Eastern Time on the
next Business Day ("Day 2"). You represent and warrant that Instructions received in proper form
and time stamped by you after the Close of Trading on Day 1 shall be treated by you and
transmitted to us as if received on Day 2. Such Instructions shall receive the share price next
calculated following the Close of Trading on Day 2. You represent and warrant that you have,
maintain and periodically test, procedures and systems in place reasonably designed to prevent
Instructions received after the Close of Trading on Day 1 from being executed with Instructions
received before the Close of Trading on Day 1. All Instructions we receive from you after 9 a.m.
Eastern Time on Day 2 shall be processed by us on the following Business Day and shall receive
the share price next calculated following the Close of Trading on Day 2.

3.3.2 We shall calculate the net asset value per share of each Portfolio on each
Business Day, and shall communicate these net asset values to you or your designated agent
on a daily basis as soon as reasonably practical after the calculation is completed (normally by
6:30 p.m. Eastern Time).

3.3 .3 You shall submit payment for the purchase of shares of a Portfolio on
behalf of an Account in federal funds transmitted by wire to the Trust or to its designated
custodian, which must receive such wires no later than the close of the Reserve Bank, which is
6:00 p.m. Eastern Time, on the Business Day following the Business Day as of which such
purchases orders are made.

3.3.4 We will redeem any full or fractional shares of any Portfolio, when
requested by you on behalf of an Account, at the net asset value next computed after receipt by
us (or our agent or you as our designee) of the request for redemption, as established in
accordance with the provisions of the then current prospectus of the Trust. We shall make
payment for such shares in the manner we establish from time to time, but in no event shall
payment be delayed for a greater period than is permitted by the 0000 Xxx.

3.3.5 Issuance and transfer of the Portfolio shares will be by book entry only.
Stock certificates will not be issued to you or the Accounts. Portfolio shares purchased from the
Trust will be recorded in the appropriate title for each Account or the appropriate subaccount of
each Account.

3.3.6 We shall furnish, on or before the ex-dividend date, notice to you of any
income dividends or capital gain distributions payable on the shares of any Portfolio. You hereby
elect to receive all such income dividends and capital gain distributions as are payable on shares of
a Portfolio in additional shares of that Portfolio, and you reserve the right to change this election
in the future. We will notify you of the number of shares so issued as payment of such dividends
and distributions.

3.3.7 Each party to this Agreement agrees that, in the event of a material error
resulting from incorrect information or confirmations, the parties will seek to comply in all
material respects with the provisions of applicable federal securities laws.

3.4 Automated Purchase and Redemption

3.4.1 "Fund/SERV" shall mean NSCC's Mutual Fund Settlement, Entry and

Registration Verification System, a system for automated, centralized processing of mutual fund
purchase and redemption orders, settlement, and account registration; "Networking" shall mean
NSCC's system that allows mutual funds and life insurance companies to exchange account level
information electronically; and "Settling Bank" shall mean the entity appointed by the Trust or
you, as applicable, to perform such settlement services on behalf of the Trust and you, as
applicable, which entity agrees to abide by NSCC's then current rules and procedures insofar as
they relate to same day funds settlement. In all cases, processing and settlement of share
transactions shall be done in a manner consistent with applicable law.

3.4.2 You are hereby appointed as our designee for the sole purpose of
receiving from Contract owners purchase and exchange orders and requests for redemption
resulting from investment in and payments under the Contracts that pertain to sub accounts that
invest in Portfolios ("Instructions"). "Business Day" shall mean any day on which the New
York Stock Exchange is open for trading and on which the Trust calculates its net asset value
pursuant to the rules of the SEC and its current prospectus. "Close of Trading" shall mean the
close of trading on the New York Stock Exchange, generally 4:00 p.m. Eastern Time. Upon
receipt of Instructions, and upon your determination that there are good funds with respect to
Instructions involving the purchase of shares, you will calculate the net purchase or redemption
order for each Portfolio.

3.4.3 On each Business Day, you shall aggregate all purchase and redemption
orders for shares of a Portfolio that you received prior to the Close of Trading. You represent and
warrant that all orders for net purchases or net redemptions derived from Instructions received by
you and transmitted to Fund/SERV for processing on or as of a given Business Day ("Day 1")
shall have been received in proper form and time stamped by you prior to the Close of Trading on
Day 1. Such orders shall receive the share price next calculated following the Close of Trading on
Day 1, provided that we receive Instructions from Fund/SERV by 6:30 a.m. Eastern Time on the
next Business Day ("Day 2"). You represent and warrant that orders received in good order and
time stamped by you after the Close of Trading on Day 1 shall be treated by you and transmitted
to Fund/SERV as if received on Day 2. Such orders shall receive the share price next calculated
following the Close of Trading on Day 2. All Instructions we receive from Fund/SERV after 6:30
a.m. Eastern Time on Day 2 shall be processed by us on the following Business Day and shall
receive the share price next calculated following the close of trading on Day 2. You represent and
warrant that you have, maintain and periodically test, procedures and systems in place reasonably
designed to prevent orders received after the Close of Trading on Day 1 from being executed with
orders received before the Close of Trading on Day 1, and periodically monitor the systems to
determine their effectiveness. Subject to your compliance with the foregoing, you will be
considered the designee of the Underwriter and the Portfolios, and the Business Day on which
Instructions are received by you in proper form prior to the Close of Trading will be the date as of
which shares of the Portfolios are deemed purchased, exchanged or redeemed pursuant to such
Instructions. Dividends and capital gain distributions will be automatically reinvested at net asset
value in accordance with the Portfolio's then current prospectus.

3.4.4 We shall calculate the net asset value per share of each Portfolio on each
Business Day, and shall furnish to you through NSCC's Networking or Mutual Fund Profile
System: (i) the most current net asset value information for each Portfolio; and (ii) in the case of
fixed income funds that declare daily dividends, the daily accrual or the interest rate factor. All
such information shall be furnished to you by 6:30 p.m. Eastern Time on each Business Day or at
such other time as that information becomes available.

3.4.5 You will wire payment for net purchase orders by the Trust's NSCC Firm
Number, in immediately available funds, to an NSCC settling bank account designated by you in
accordance with NSCC rules and procedures on the same Business Day such purchase orders are
communicated to NSCC. For purchases of shares of daily dividend accrual funds, those shares will
not begin to accrue dividends until the day the payment for those shares is received.

3.4.6 We will redeem any full or fractional shares of any Portfolio, when
requested by you on behalf of an Account, at the net asset value next computed after receipt by us
(or our agent or you as our designee) of the request for redemption, as established in accordance
with the provisions of the then current prospectus of the Trust. NSCC will wire payment for net
redemption orders by the Trust, in immediately available funds, to an NSCC settling bank account
designated by you in accordance with NSCC rules and procedures on the Business Day such
redemption orders are communicated to NSCC, except as provided in the Trust's prospectus and
statement of additional information.

3 04.7 Issuance and transfer of the Portfolio shares will be by book entry only.
Stock certificates will not be issued to you or the Accounts. Portfolio shares purchased from the
Trust will be recorded in the appropriate title for each Account or the appropriate subaccount of
each Account.

3.04.8 We shall furnish through NSCC's Networking or Mutual Fund Profile
System on or before the ex-dividend date, notice to you of any income dividends or capital gain
distributions payable on the shares of any Portfolio. You hereby elect to receive all such income
dividends and capital gain distributions as are payable on shares of a Portfolio in additional
shares ofthat Portfolio, and you reserve the right to change this election in the future. We will
notify you of the number of shares so issued as payment of such dividends and distributions.

3.04.9 All orders are subject to acceptance by Underwriter and become effective
only upon confirmation by Underwriter. Underwriter reserves the right: (i) not to accept any
specific order or part of any order for the purchase or exchange of shares through Fund/SERV;
and (ii) to require any redemption order or any part of any redemption order to be settled
outside of Fund/SERV, in which case the order or portion thereof shall not be "confirmed" by
Underwriter, but rather shall be accepted for redemption in accordance with Section 3.04.11
below.

3.04.10 All trades placed through Fund/SERV and confirmed by Underwriter via
Fund/SERV shall settle in accordance with Underwriter's profile within Fund/SERV applicable
to you. Underwriter agrees to provide you with account positions and activity data relating to
share transactions via Networking.

3.04.11 If on any specific day you or Underwriter are unable to meet the NSCC
deadline for the transmission of purchase or redemption orders for that day, a party may at its
option transmit such orders and make such payments for purchases and redemptions directly to
you or us, as applicable, as is otherwise provided in the Agreement; provided, however, that we
must receive written notification from you by 9:00 a.m. Eastern Time on any day that you wish to
transmit such orders and/or make such payments directly to us.

3.04.12 In the event that you or we are unable to or prohibited from
electronically communicating, processing or settling share transactions via Fund/SERV, you or
we shall notify the other, including providing the notification provided above in
Section 3.04.11. After all parties have been notified, you and we shall submit orders using
manual transmissions as are otherwise provided in the Agreement.

3.04.13 These procedures are subject to any additional terms in each Portfolio's
prospectus and the requirements of applicable law. The Trust reserves the right, at its discretion
and without notice, to suspend the sale of shares or withdraw the sale of shares of any Portfolio.

3.4.14 Each party to the Agreement agrees that, in the event of a material error
resulting from incorrect information or confirmations, the parties will seek to comply in all
material respects with the provisions of applicable federal securities laws.

3.4.15 You and Underwriter represent and warrant that each: (a) has entered into
an agreement with NSCC; (b) has met and will continue to meet all of the requirements to
participate in Fund/SERV and Networking; (c) intends to remain at all times in compliance with
the then current rules and procedures of NSCC, all to the extent necessary or appropriate to
facilitate such communications, processing, and settlement of share transactions; and (d) will
notify the other parties to this Agreement if there is a change in or a pending failure with respect
to its agreement with NSCC.

4. Fees. Expenses. Prospectuses. Proxy Materials and Reports

4.1 We shall pay no fee or other compensation to you under this Agreement except

as provided on Schedule F, if attached.

4.2 We shall prepare and be responsible for filing with the SEC, and any state
regulators requiring such filing, all shareholder reports, notices, proxy materials (or similar
materials such as voting instruction solicitation materials), prospectuses and statements of
additional information of the Trust. We shall bear the costs of preparation and filing of the
documents listed in the preceding sentence, registration and qualification of the Trust's shares of
the Portfolios.

4.3 We shall use reasonable efforts to provide you, on a timely basis, with such
information about the Trust, the Portfolios and each Adviser, in such form as you may
reasonably require, as you shall reasonably request in connection with the preparation of
disclosure documents and annual and semi-annual reports pertaining to the Contracts.

4.4 At your option, we shall provide you, at our expense, with either: (i) for each
Contract owner who is invested through the Account in a subaccount corresponding to a Portfolio
("designated subaccount"), one copy of each of the following documents on each occasion that
such document is required by law or regulation to be delivered to such Contract owner who is
invested in a designated subaccount: the Trust's current prospectus, annual report, semi-annual
report and other shareholder communications, including any amendments or supplements to any
of the foregoing, pertaining specifically to the Portfolios ("Designated Portfolio Documents"); or
(ii) a camera ready copy of such Designated Portfolio Documents in a form suitable for printing
and from which information relating to series ofthe Trust other than the Portfolios has been
deleted to the extent practicable. In connection with clause (ii) of this paragraph, we will pay for
proportional printing costs for such Designated Portfolio Documents in order to provide one copy
for each Contract owner who is invested in a designated subaccount on each occasion that such
document is required by law or regulation to be delivered to such Contract owner, and provided
the appropriate documentation is provided and approved by us. We shall provide you with a copy
of the Trust's current statement of additional information, including any amendments or
supplements, in a form

suitable for you to duplicate. The expenses of furnishing, including mailing, to Contract owners the
documents referred to in this paragraph shall be borne by you. For each of the documents provided to
you in accordance with clause (i) of this paragraph 4.4, we shall provide you, upon your request and at
your expense, additional copies. In no event shall we be responsible for the costs of printing or
delivery of Designated Portfolio Documents to potential or new Contract owners or the delivery of
Designated Portfolio Documents to existing contract owners.

4.5 We shall provide you, at our expense, with copies of any Trust-sponsored
proxy materials in such quantity as you shall reasonably require for distribution to Contract owners
who are invested in a designated subaccount. You shall bear the costs of distributing proxy materials
(or similar materials such as voting solicitation instructions) to Contract owners.

4.6 You assume sole responsibility for ensuring that the Trust's prospectuses,
shareholder reports and communications, and proxy materials are delivered to Contract
owners in accordance with applicable federal and state securities laws.

5. Voting

5.1 All Participating Insurance Companies shall have the obligations and

responsibilities regarding pass-through voting and conflicts of interest corresponding to those
contained in the Shared Funding Order.

5.2 If and to the extent required by law, you shall: (i) solicit voting instructions
from Contract owners; (ii) vote the Trust shares in accordance with the instructions received from
Contract owners; and (iii) vote Trust shares for which no instructions have been received in the same
proportion as Trust shares of such Portfolio for which instructions have been received; so long as and
to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges
for variable contract owners. You reserve the right to vote Trust shares held in any Account in your
own right, to the extent permitted by law.

5.3 So long as, and to the extent that, the SEC interprets the 1940 Act to require
pass-through voting privileges for Contract owners, you shall provide pass-through voting privileges
to Contract owners whose Contract values are invested, through the Accounts, in shares of one or
more Portfolios of the Trust. We shall require all Participating Insurance Companies to calculate
voting privileges in the same manner and you shall be responsible for assuring that the Accounts
calculate voting privileges in the manner established by us. With respect to each Account, you will
vote shares of each Portfolio of the Trust held by an Account and for which no timely voting
instructions from Contract owners are received in the same proportion as those shares held by that
Account for which voting instructions are received. You and your agents will in no way recommend
or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contracts
without our prior written consent, which consent may be withheld in our sole discretion.

6. Sales Material. Information and Trademarks

6.1 For purposes of this Section 6, "Sales literature or other Promotional material"
includes, but is not limited to, portions of the following that use any logo or other trademark
related to the Trust, or Underwriter or its affiliates, or refer to the Trust: advertisements (such as
material published or designed for use in a newspaper, magazine or other periodical, radio,
television, telephone or tape recording, videotape display, signs or billboards, motion pictures,
electronic communication or other public media), sales literature (i.e., any written communication
distributed or made generally available to customers or the public, including brochures, circulars,
research reports, market letters, form letters, seminar texts, reprints or excerpts or any other
advertisement, sales literature or published article or electronic communication), educational or
training materials or other communications distributed or made generally available to some or all
agents or employees in any media, and disclosure documents, shareholder reports and proxy
materials.

6.2 You shall furnish, or cause to be furnished to us or our designee, at least one
complete copy of each registration statement, prospectus, statement of additional information,
private placement memorandum, retirement plan disclosure information or other disclosure
documents or similar information, as applicable (collectively "Disclosure Documents"), as well as
any report, solicitation for voting instructions, Sales literature or other Promotional materials, and
all amendments to any of the above that relate to the Contracts or the Accounts prior to its first
use. You shall furnish, or shall cause to be furnished, to us or our designee each piece of Sales
literature or other Promotional material in which the Trust or an Adviser is named, at least fifteen
(15) Business Days prior to its proposed use. No such material shall be used unless we or our
designee approve such material and its proposed use.

6.3 You and your agents shall not give any information or make any
representations or statements on behalf of the Trust or concerning the Trust, the Underwriter or
an Adviser, other than information or representations contained in and accurately derived from
the registration statement or prospectus for the Trust shares (as such registration statement and
prospectus may be amended or supplemented from time to time), annual and semi-annual
reports of the Trust, Trust-sponsored proxy statements, or in Sales literature or other
Promotional material approved by the Trust or its designee, except as required by legal process
or regulatory authorities or with the written permission of the Trust or its designee. You shall
send us a complete copy of each Disclosure Document and item of Sales literature or other
Promotional materials in its final form within twenty (20) days of its first use.

6.4 We shall not give any information or make any representations or statements
on behalf of you or concerning you, the Accounts or the Contracts other than information or
representations, including naming you as a Trust shareholder, contained in and accurately derived
from Disclosure Documents for the Contracts (as such Disclosure Documents may be amended or
supplemented from time to time), or in materials approved by you for distribution, including Sales
literature or other Promotional materials, except as required by legal process or regulatory
authorities or with your written permission.

6.5 Except as provided in Section 6.2, you shall not use any designation
comprised in whole or part of the names or marks "Franklin" or "Xxxxxxxxx" or any logo or
other trademark relating to the Trust or the Underwriter without prior written consent, and upon
termination of this Agreement for any reason, you shall cease all use of any such name or xxxx
as soon as reasonably practicable.

6.6 You shall furnish to us ten (10) Business Days prior to its first submission to
the SEC or its staff, any request or filing for no-action assurance or exemptive relief naming,
pertaining to, or affecting, the Trust, the Underwriter or any of the Portfolios.

6. 7 You agree that any posting of Portfolio prospectuses on your website is in
compliance with this Agreement and applicable state and federal securities and insurance laws
and regulations, including as they relate to paper or electronic use of fund prospectuses. The
format of such presentation, the script and layout for any website that mentions the Trust, the
Underwriter, an Adviser or the Portfolios shall be routed to us as sales literature or other
promotional materials, pursuant to Section 6 of the Agreement.

In addition, you agree to be solely responsible for maintaining and updating the Portfolio
prospectuses' PDF files (including prospectus supplements) and removing and/or replacing
promptly any outdated prospectuses, as necessary, ensuring that any accompanying instructions
by us, for using or stopping use are followed. You agree to designate and make available to us a
person to act as a single point of communication contact for these purposes. We are not
responsible for any additional costs or additional liabilities that may be incurred as a result of
your election to place the Portfolio prospectuses on your website. We reserve the right to revoke
this authorization, at any time and for any reason, although we may instead make our
authorization subject to new procedures.

6.8 Each of your and your distributor's registered representatives, agents,
independent contractors and employees, as applicable, will have access to our websites at
xxxxxxxxxxxxxxxxx.xxx, and such other URLs through which we may permit you to conduct
business concerning the Portfolios from time to time (referred to collectively as the "Site") as
provided herein, (i) upon registration by such individual on a Site, (ii) if you cause a Site Access
Request Form (an "Access Form") to be signed by your authorized supervisory personnel and
submitted to us, as a Schedule to, and legally a part of, this Agreement, or (iii) if you provide
such individual with the necessary access codes or other information necessary to access the Site
through any generic or firm-wide authorization we may grant you from time to time. Upon
receipt by us of a completed registration submitted by an individual through the Site or a signed
Access Form referencing such individual, we shall be entitled to rely upon the representations
contained therein as if you had made them directly hereunder and we will issue a user
identification, express number and/or password (collectively, "Access Code"). Any person to
whom we issue an Access Code or to whom you provide the necessary Access Codes or other
information necessary to access the Site through any generic or firm-wide authorization we may
grant you from time to time shall be an "Authorized User."

We shall be entitled to assume that such person validly represents you and that all
instructions received from such person are authorized, in which case such person will have

access to the Site, including all services and information to which you are authorized to access on
the Site. All inquiries and actions initiated by you (including your Authorized Users) are your
responsibility, are at your risk and are subject to our review and approval (which could cause a
delay in processing). You agree that we do not have a duty to question information or instructions
you (including Authorized Users) give to us under this Agreement, and that we are entitled to treat
as authorized, and act upon, any such instructions and information you submit to us. You agree to
take all reasonable measures to prevent any individual other than an Authorized User from
obtaining access to the Site. You agree to inform us if you wish to restrict or revoke the access of
any individual Access Code. If you become aware of any loss or theft or unauthorized use of any
Access Code, you agree to contact us immediately. You also agree to monitor your (including
Authorized Users') use of the Site to ensure the terms of this Agreement are followed. You also
agree that you will comply with all policies and agreements concerning Site usage, including
without limitation the Terms of Use Agreement(s) posted on the Site ("Site Terms"), as may be
revised and reposted on the Site from time to time, and those Site Terms (as in effect from time to
time) are a part of this Agreement. Your duties under this section are considered "services"
required under the terms of this Agreement. You acknowledge that the Site is transmitted over the
Internet on a reasonable efforts basis and we do not warrant or guarantee their accuracy,
timeliness, completeness, reliability or non-infringement. Moreover, you acknowledge that the
Site is provided for informational purposes only, and are not intended to comply with any
requirements established by any regulatory or governmental agency.

7.	Indemnification

	7.1 Indemnification By You

7 .1.1 You agree to indemnify and hold harmless the Underwriter, the Trust and
each of its Trustees, officers, employees and agents and each person, if any, who controls the
Trust within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties"
and individually the "Indemnified Party" for purposes of this Section 7) against any and all
losses, claims, damages, fines, liabilities (including amounts paid in settlement with your written
consent, which consent shall not be unreasonably withheld) or expenses (including the
reasonable costs of investigating or defending any alleged loss, claim, damage, fines, liability or
expense and reasonable legal counsel fees incurred in connection therewith) (collectively,
"Losses"), to which the Indemnified Parties may become subject under any statute or regulation,
or at common law or otherwise, insofar as such Losses are related to the sale or acquisition of
shares of the Trust or the Contracts and

7.1.1.1 arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in a Disclosure Document for the Contracts or in
the Contracts themselves or in sales literature generated or approved by you on behalf of the
Contracts or Accounts (or any amendment or supplement to any of the foregoing) (collectively,
"Company Documents" for the purposes of this Section 7), or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, provided that this

indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged
statement or omission was made in reliance upon and was accurately derived from written
information furnished to you by or on behalf of the Trust for use in Company Documents or
otherwise for use in connection with the sale of the Contracts or Trust shares; or

7.1.1.2 arise out of or result from statements or representations (other than
statements or representations contained in and accurately derived from Trust Documents as defined
below in Section 7.2) or wrongful conduct of you or persons under your control, with respect to the
sale or acquisition of the Contracts or Trust shares; or

7.1.1.3 arise out of or result from any untrue statement or alleged untrue
statement of a material fact contained in Trust Documents as defined below in Section 7.2 or the
omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading if such statement or omission was made in reliance
upon and accurately derived from written information furnished to the Trust by or on behalf of you;
or

7.1.1.4 arise out of or result from any failure by you to provide the
services or furnish the materials required under the terms of this Agreement;

7.1.1.5 arise out of or result from any material breach of any
representation and/or warranty made by you in this Agreement or arise out of or result from any
other material breach of this Agreement by you; or

7.1.1.6 arise out of or result from a Contract failing to be considered a life
insurance policy or an annuity Contract, whichever is appropriate, under applicable provisions of the
Code thereby depriving the Trust of its compliance with Section 817(h) of the Code.

7 .1.2 You shall not be liable under this indemnification provision with respect to
any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified
Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified
Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties
under this Agreement or to the Trust or Underwriter, whichever is applicable. You shall also not be
liable under this indemnification provision with respect to any claim made against an Indemnified
Party unless such Indemnified Party shall have notified you in writing within a reasonable time after
the summons or other first legal process giving information of the nature of the claim shall have been
served upon such Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify you of any such claim shall not relieve
you from any liability which it may have to the Indemnified Party against whom such action is
brought otherwise than on account of this indemnification provision. In case any such action is
brought against the Indemnified Parties, you shall be entitled to participate, at your own expense, in
the defense of such action. Unless the Indemnified Party releases you from any further obligations
under this Section 7.1, you also shall be entitled to

assume the defense thereof, with counsel satisfactory to the party named in the action. After
notice from you to such party of your election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it, and you will not
be liable to such party under this Agreement for any legal or other expenses subsequently
incurred by such party independently in connection with the defense thereof other than
reasonable costs of investigation.

7.1.3 The Indemnified Parties will promptly notify you of the commencement of
any litigation or proceedings against them in connection with the issuance or sale of the Trust
shares or the Contracts or the operation of the Trust.

7.2 Indemnification By The Underwriter

7.2.1 The Underwriter agrees to indemnify and hold harmless you, and each of

your directors and officers and each person, if any, who controls you within the meaning of
Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually an
"Indemnified Party" for purposes of this Section 7.2) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of the Underwriter,
which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of
investigating or defending any alleged loss, claim, damage, liability or expense and reasonable
legal counsel fees incurred in connection therewith) (collectively, "Losses") to which the
Indemnified Parties may become subject under any statute, at common law or otherwise, insofar
as such Losses are related to the sale or acquisition of the shares of the Trust or the Contracts and:

7.2.1.1 arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in the Registration Statement, prospectus
or sales literature of the Trust (or any amendment or supplement to any of the foregoing)
(collectively, the "Trust Documents") or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, provided that this agreement to indemnify
shall not apply as to any Indemnified Party if such statement or omission of such alleged
statement or omission was made in reliance upon and in conformity with information
furnished to us by or on behalf of you for use in the Registration Statement or prospectus
for the Trust or in sales literature (or any amendment or supplement) or otherwise for use
in connection with the sale of the Contracts or Trust shares; or

7.2.1.2 arise out of or as a result of statements or representations (other
than statements or representations contained in the Disclosure Documents or sales
literature for the Contracts not supplied by the Underwriter or persons under its control) or
wrongful conduct of the Trust, Adviser or Underwriter or persons under their control,
with respect to the sale or distribution of the Contracts or Trust shares; or

7.2.1.3 arise out of any untrue statement or alleged untrue statement of a
material fact contained in a Disclosure Document or sales literature covering the

Contracts, or any amendment thereof or supplement thereto, or the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make
the statement or statements therein not misleading, if such statement or omission was
made in reliance upon information furnished to you by or on behalf of the Trust; or

7.2.1.4 arise as a result of any failure by us to provide the services and
furnish the materials under the terms of this Agreement (including a failure, whether
unintentional or in good faith or otherwise, to comply with the qualification
representation specified above in Section 2.2.7 and the diversification requirements
specified above in Section 2.2.8); or

7.2.1.5 arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter in this Agreement or arise out of
or result from any other material breach of this Agreement by the Underwriter; as limited
by and in accordance with the provisions of Sections 7.2.2 and 7.2.3 hereof.

7.2.2 The Underwriter shall not be liable under this indemnification provision
with respect to any Losses to which an Indemnified Party would otherwise be subject by
reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified Party's
reckless disregard of obligations and duties under this Agreement or to you or the Accounts,
whichever is applicable.

7.2.3 The Underwriter shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such Indemnified Party shall
have notified the Underwriter in writing within a reasonable time after the summons or other first
legal process giving information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of such service on
any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the
Underwriter from any liability which it may have to the Indemnified Party against whom such
action is brought otherwise than on account of this indemnification provision. In case any such
action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at
its own expense, in the defense thereof. Unless the Indemnified Party releases the Underwriter
from any further obligations under this Section 7.2, the Underwriter also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the action. After
notice from the Underwriter to such party of the Underwriter's election to assume the defense
thereof, the Indemnified Party shall bear the expenses of any additional counsel retained by it, and
the Underwriter will not be liable to such party under this Agreement for any legal or other
expenses subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.

7 .2.4 You agree promptly to notify the Underwriter of the commencement of any
litigation or proceedings against you or the Indemnified Parties in connection with the issuance or
sale of the Contracts or the operation of each Account.

7.3 Indemnification By The Trust

7.3.1 The Trust agrees to indemnify and hold harmless you, and each of your

directors and officers and each person, if any, who controls you within the meaning of Section 15
of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 7.3) against
any and all losses, claims, damages, liabilities (including amounts paid in settlement with the
written consent of the Trust, which consent shall not be unreasonably withheld) or litigation
(including legal and other expenses) to which the Indemnified Parties may become subject under
any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith
or willful misconduct of the Board or any member thereof, are related to the operations of the
Trust, and arise out of or result from any material breach of any representation and/or warranty
made by the Trust in this Agreement or arise out of or result from any other material breach of
this Agreement by the Trust; as limited by and in accordance with the provisions of Sections 7.3.2
and 7.3.3 hereof. It is understood and expressly stipulated that neither the holders of shares of the
Trust nor any Trustee, officer, agent or employee of the Trust shall be personally liable hereunder,
nor shall any resort be had to other private property for the satisfaction of any claim or obligation
hereunder, but the Trust only shall be liable.

7.3.2 The Trust shall not be liable under this indemnification provision with
respect to any losses, claims, damages, liabilities or litigation incurred or assessed against any
Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith,
or gross negligence in the performance of such Indemnified Party's duties or by reason of such
Indemnified Party's reckless disregard of obligations and duties under this Agreement or to you,
the Trust, the Underwriter or each Account, whichever is applicable.

7.3.3 The Trust shall not be liable under this indemnification provision with
respect to any claim made against an Indemnified Party unless such Indemnified Party shall have
notified the Trust in writing within a reasonable time after the summons or other first legal
process giving information of the nature of the claims shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of such service on
any designated agent), but failure to notify the Trust of any such claim shall not relieve the Trust
from any liability which it may have to the Indemnified Party against whom such action is
brought otherwise than on account of this indemnification provision. In case any such action is
brought against the Indemnified Parties, the Trust will be entitled to participate, at its own
expense, in the defense thereof. Unless the Indemnified Party releases the Trust from any further
obligations under this Section 7.3, the Trust also shall be entitled to assume the defense thereof,
with counsel satisfactory to the party named in the action. After notice from the Trust to such
party of the Trust's election to assume the defense thereof, the Indemnified Party shall bear the
fees and expenses of any additional counsel retained by it, and the Trust will not be liable to such
party under this Agreement for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable costs of investigation.

7.3.4 You agree promptly to notify the Trust of the commencement of any
litigation or proceedings against you or the Indemnified Parties in connection with this
Agreement, the issuance or sale of the Contracts, with respect to the operation of the Account, or
the sale or acquisition of shares of the Trust.

8. Notices

Any notice, except for those provided in Sections 3.2.1 and 3.2.2 of the Agreement,
shall be sufficiently given when sent by registered or certified mail, or by nationally recognized
overnight courier services, to the other party at the address of such party set forth in Schedule G
below or at such other address as such party may from time to time specify in writing to the
other party.

9. Termination

9.1 This Agreement may be terminated by mutual agreement at any time. If this

Agreement is so terminated, we shall, at your option, continue to make available additional shares
of any Portfolio and redeem shares of any Portfolio for any or all Contracts or Accounts existing
on the effective date of termination of this Agreement, pursuant to the terms and conditions of this
Agreement.

9.2 This Agreement may be terminated by any party in its entirety or with respect
to one, some or all Portfolios for any reason by sixty (60) days' advance written notice delivered
to the other parties. If this Agreement is so terminated, we may, at our option, continue to make
available additional shares of any Portfolio and redeem shares of any Portfolio for any or all
Contracts or Accounts existing on the effective date of termination of this Agreement, pursuant
to the terms and conditions of this Agreement; alternatively, we may, at our option, redeem the
Portfolio shares held by the Accounts, provided that such redemption shall not occur prior to six
(6) months following written notice of termination, during which time we will cooperate with
you in effecting a transfer of Portfolio assets to another underlying fund pursuant to any legal
and appropriate means.

9.3 This Agreement may be terminated immediately by us upon written notice to
you if you materially breach any of the representations and warranties made in this Agreement or
you are materially in default in the performance of any of your duties or obligations under the
Agreement, receive a written notice thereof and fail to remedy such default or breach to our
reasonable satisfaction within 30 days after such notice. If this Agreement so terminates, the
parties shall cooperate to effect an orderly windup of the business which may include, at our
option, a redemption of the Portfolio shares held by the Accounts, provided that such redemption
shall not occur prior to a period of up to six (6) months following written notice of termination,
during which time we will cooperate reasonably with you in effecting a transfer of Portfolio assets
to another underlying fund pursuant to any legal and appropriate means.

9.4 This Agreement may be terminated immediately by us upon written notice to
you if, with respect to the representations and warranties made in sections 2.1.3, 2.1.5, 2.1.7
and 2.1.12 of this Agreement: (i) you materially breach any of such representations and

warranties; or (ii) you inform us that any of such representations and warranties may no longer be
true or might not be true in the future; or (iii) any of such representations and
warranties were not true on the effective date of this Agreement, are at any time no longer true,
or have not been true during any time since the effective date of this Agreement. If this
Agreement is so terminated, the Trust may redeem, at its option in kind or for cash, the Portfolio
shares held by the Accounts on the effective date of termination of this Agreement.

9.5 This Agreement may be terminated by the Board of Trustees of the Trust, in
the exercise of its fiduciary duties, either upon its determination that such termination is a
necessary and appropriate remedy for a material breach of this Agreement which includes a
violation of laws, or upon its determination to completely liquidate a Portfolio. Pursuant to such
termination, the Trust may redeem, at its option in kind or for cash, the Portfolio shares held by
the Accounts on the effective date of termination of this Agreement;

9.6 This Agreement shall terminate immediately in the event of its assignment by
any party without the prior written approval of the other parties, or as otherwise required by
law. If this Agreement is so terminated, the Trust may redeem, at its option in kind or for cash,
the Portfolio shares held by the Accounts on the effective date of termination of this
Agreement.

9.7 This Agreement shall be terminated as required by the Shared Funding Order,
and its provisions shall govern.

9.8 The provisions of Sections 2 (Representations and Warranties) and 7
(Indemnification) shall survive the termination of this Agreement. All other applicable provisions
of this Agreement shall survive the termination of this Agreement, as long as shares of the Trust
are held on behalf of Contract owners, except that we shall have no further obligation to sell Trust
shares with respect to Contracts issued after termination.

9.9 You shall not redeem Trust shares attributable to the Contracts (as opposed to
Trust shares attributable to your assets held in the Account) except: (i) as necessary to implement
Contract owner initiated or approved transactions; (ii) as required by state and/or federal laws or
regulations or judicial or other legal precedent of general application (hereinafter referred to as a
"Legally Required Redemption"); or (iii) as permitted by an order of the SEC pursuant to Section
26(b) of the 1940 Act. Upon request, you shall promptly furnish to us the opinion of your counsel
(which counsel shall be reasonably satisfactory to us) to the effect that any redemption pursuant to
clause (ii) ofthis Section 9.9 is a Legally Required Redemption. Furthermore, you shall not
prevent Contract owners from allocating payments to any Portfolio that has been available under a
Contract without first giving us ninety (90) days advance written notice of your intention to do so.

10. Miscellaneous

10.1 The captions in this Agreement are included for convenience of reference only and

in no way define or delineate any of the provisions of this Agreement or otherwise affect their
construction or effect.

10.2 This Agreement may be executed simultaneously in two or more counterparts, all
of which taken together shall constitute one and the same instrument.

10.3 If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected
thereby.

10.4 This Agreement shall be construed and its provisions interpreted under and in
accordance with the laws of the State of California. It shall also be subject to the provisions of
the federal securities laws and the rules and regulations thereunder, to any orders of the SEC on
behalf of the Trust granting it exemptive relief, and to the conditions of such orders. We shall
promptly forward copies of any such orders to you.

10.5 The parties to this Agreement acknowledge and agree that all liabilities of the Trust
arising, directly or indirectly, under this Agreement, of any and every nature whatsoever, shall be
satisfied solely out of the assets of the Trust and that no Trustee, officer, agent or holder of shares
of beneficial interest of the Trust shall be personally liable for any such liabilities.

10.6 The parties to this Agreement agree that the assets and liabilities of each Portfolio
of the Trust are separate and distinct from the assets and liabilities of each other Portfolio. No
Portfolio shall be liable or shall be charged for any debt, obligation or liability of any other
Portfolio.

10.7 Each party to this Agreement shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the NASD, and state
insurance regulators) and shall permit such authorities reasonable access to its books and records
in connection with any investigation or inquiry relating to this Agreement or the transactions
contemplated hereby.

10.8 Each party shall treat as confidential all information of the other party which the
parties agree in writing is confidential ("Confidential Information"). Except as permitted by this
Agreement or as required by appropriate governmental authority (including, without limitation,
the SEC, the NASD, or state securities and insurance regulators) the receiving party shall not
disclose or use Confidential Information of the other party before it enters the public domain,
without the express written consent of the party providing the Confidential Information.

10.9 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations, at law or in
equity, which the parties to this Agreement are entitled to under state and federal laws.

10.10 The parties to this Agreement acknowledge and agree that this Agreement shall not
be exclusive in any respect.

10.11 Neither this Agreement nor any rights or obligations created by it may be
assigned by any party without the prior written approval of the other parties.

10.12 No provisions of this Agreement may be amended or modified in any manner
except by a written agreement properly authorized and executed by both parties. Notwithstanding
the foregoing, the Site Terms may be separately amended as provided therein and, as so amended
and in effect from time to time, shall be a part of this Agreement.

10.13 Each party to the Agreement agrees to limit the disclosure of non public personal
information of Contract owners and customers consistent with its policies on privacy with respect
to such information and Regulation S-P of the SEC. Each party hereby agrees that it will comply
with all applicable requirements under the regulations implementing Title V of the Xxxxx-
Xxxxx-Xxxxxx Act and any other applicable federal and state consumer privacy acts, rules and
regulations. Each party further represents that it has in place, and agrees that it will maintain,
information security policies and procedures for protecting nonpublic personal customer
information adequate to conform to applicable legal requirements.

IN WITNESS WHEREOF, each of the parties have caused their duly authorized
officers to execute this Agreement.

I.
The Company:		National Life Insurance Company
		By: /s/ Xxxxxxxxx XxxXxxxx
		Name: Xxxxxxxxx XxxXxxxx
		Title: Vice President- Product Development


Distributor for the Company:		Equity Services, Inc.
		By: /s/ Xxxxxxx X. Teese
		Name: Xxxxxxx X. Teese
		Title: Vice President- Compliance
The Trust:
Trust
Only on behalf of		By: /s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
each Portfolio		Title: Assistant Vice President
listed on Schedule C
hereof.

The Underwriter:		Franklin Xxxxxxxxx Variable Insurance Products
		By: /s/ Xxxxxx X. Xxxxxx
		Name: Xxxxxx X. Xxxxxx
		Title: Vice President

Schedule A

The Company and its Distributor

THE COMPANY

National Life Insurance Company
National Xxxx Xxxxx
Xxxxxxxxxx, XX 00000

A life insurance company organized under the laws of the State of Vermont.

THE DISTRIBUTOR

Equity Services, Inc.
National Xxxx Xxxxx
Xxxxxxxxxx, XX 00000

A corporation organized under the laws of the State of Vermont.

Schedule B

Accounts of the Company

1. Name:		National Variable Life Insurance Account

Date Established:		February 1, 1985
SEC Registration Number:		811-9044

2. Name:		National Variable Annuity Account II
Date Established:		November 1, 1996
SEC Registration Number:		811-08015

Schedule C

Available Portfolios and Classes of Shares of the Trust; Investment Advisers

Franklin Xxxxxxxxx Variable Insurance Products Trust

Investment Adviser

Franklin Real Estate Fund Franklin Small Cap Fund

Franklin Small Cap Value Fund Mutual Shares Securities Fund

Templeton Foreign Securities Fund

Franklin Advisers, Inc. Franklin Advisers, Inc.

Franklin Advisory Services, LLC Franklin Mutual Advisers, LLC Xxxxxxxxx Investment Counsel, LLC

		Schedule D

		Contracts of the Company



	Product Name	Separate Account Name
#	Registered Y IN	Date Established	Classes of Shares and Portfolios
	1933 Act #. State Form ID	1940 Act #

1.	VariTrak Variable Universal Life	National Variable Life	Class 2 shares:
	Insurance	Insurance Account	Franklin Real Estate Fund
	Yes	February 1, 1985	Franklin Small Cap Fund
	33-91938	811-9044	Franklin Small Cap Value Fund
	(VT) 7206 (0395)		Mutual Shares Securities Fund
			Xxxxxxxxx Foreign Securities Fund

2.	Sentinel Estate Provider	National Variable Life	Class 2 shares:
	Survivorship Variable Universal	Insurance Account	Franklin Real Estate Fund
	Life Insurance	February 1, 1985	Franklin Small Cap Fund
	Yes	811-9044	Franklin Small Cap Value Fund
	333-44723		Mutual Shares Securities Fund
	(VT) 7461 (1002)		Xxxxxxxxx Foreign Securities Fund


3.	Sentinel Advantage Variable	National Variable Annuity	Class 2 shares:
	Annuity	Account II	Franklin Real Estate Fund
	Yes	November 1, 1996	Franklin Small Cap Fund
	333-19583	811-08015	Franklin Small Cap Value Fund
	(VT) 7400 VT (1002)		Mutual Shares Securities Fund
			Xxxxxxxxx Foreign Securities Fund

Schedule E

This schedule is not used

Schedule F

Rule 12b-l Plans

Compensation Schedule

Each Portfolio named below shall pay the following amounts pursuant to the terms and
conditions referenced below under its Class 2 Rule 12b-1 Distribution Plan, stated as a
percentage per year of Class 2' s average daily net assets represented by shares of Class 2.

Portfolio Name		Maximum Annual Payment Rate

Franklin Real Estate Fund		0.25%
Franklin Small Cap Fund		0.25%
Franklin Small Cap Value Fund		0.25%
Mutual Shares Securities Fund		0.25%
Xxxxxxxxx Foreign Securities Fund		0.25%

A2reement Provisions

If the Company, on behalf of any Account, purchases Trust Portfolio shares ("Eligible
Shares") which are subject to a Rule 12b-1 plan adopted under the 1940 Act (the "Plan"), the
Company may participate in the Plan.

To the extent the Company or its affiliates, agents or designees (collectively "you")
provide any activity or service which is primarily intended to assist in the promotion, distribution
or account servicing of Eligible Shares ("Rule 12b-1 Services") or variable contracts offering
Eligible Shares, the Underwriter, the Trust or their affiliates (collectively, "we") may pay you a
Rule 12b-1 fee. "Rule 12b-1 Services" may include, but are not limited to, printing of
prospectuses and reports used for sales purposes, preparing and distributing sales literature and
related expenses, advertisements, education of dealers and their representatives, and similar
distribution-related expenses, furnishing personal services to owners of Contracts which may
invest in Eligible Shares ("Contract Owners"), education of Contract Owners, answering routine
inquiries regarding a Portfolio, coordinating responses to Contract Owner inquiries regarding the
Portfolios, maintaining such accounts or providing such other enhanced services as a Trust
Portfolio or Contract may require, or providing other services eligible for service fees as defined
under NASD rules. Your acceptance of such compensation is your acknowledgment that eligible
services have been rendered. All Rule 12b-1 fees, shall be based on the value of Eligible Shares
owned by the Company on behalf of its Accounts, and shall be calculated on the basis and at the
rates set forth in the Compensation Schedule stated above. The aggregate annual fees paid
pursuant to each Plan shall not exceed the amounts stated as the "annual maximums" in the
Portfolio's prospectus, unless an increase is approved by shareholders as provided in the Plan.
These maximums shall be a specified percent of the value of a Portfolio's net assets attributable to
Eligible Shares owned by the Company on behalf of its Accounts (determined in the same manner
as the Portfolio uses to compute its net assets as set forth in its effective Prospectus). The Rule

F-1

12b-1 fee will be paid to you within thirty (30) days after the end of the three-month periods
ending in January, April, July and October.

You shall furnish us with such information as shall reasonably be requested by the Trust's
Boards of Trustees ("Trustees") with respect to the Rule 12b-1 fees paid to you pursuant to the
Plans. We shall furnish to the Trustees, for their review on a quarterly basis, a written report of
the amounts expended under the Plans and the purposes for which such expenditures were made.

The Plans and provisions of any agreement relating to such Plans must be approved
annually by a vote of the Trustees, including the Trustees who are not interested persons of the
Trust and who have no financial interest in the Plans or any related agreement ("Disinterested
Trustees"). Each Plan may be terminated at any time by the vote of a majority of the Disinterested
Trustees, or by a vote of a majority of the outstanding shares as provided in the Plan, on sixty (60)
days' written notice, without payment of any penalty. The Plans may also be terminated by any
act that terminates the Underwriting Agreement between the Underwriter and the Trust, and/or
the management or administration agreement between Franklin Advisers, Inc. and its affiliates
and the Trust. Continuation of the Plans is also conditioned on Disinterested Trustees being
ultimately responsible for selecting and nominating any new Disinterested Trustees. Under Rule
12b-l, the Trustees have a duty to request and evaluate, and persons who are party to any
agreement related to a Plan have a duty to furnish, such information as may reasonably be
necessary to an informed determination of whether the Plan or any agreement should be
implemented or continued. Under Rule 12b-l, the Trust is permitted to implement or continue
Plans or the provisions of any agreement relating to such Plans from year-to-year only if, based
on certain legal considerations, the Trustees are able to conclude that the Plans will benefit each
affected Trust Portfolio and class. Absent such yearly determination, the Plans must be terminated
as set forth above. In the event ofthe termination ofthe Plans for any reason, the provisions of this
Schedule F relating to the Plans will also terminate. You agree that your selling agreements with
persons or entities through whom you intend to distribute Contracts will provide that
compensation paid to such persons or entities may be reduced if a Portfolio's Plan is no longer
effective or is no longer applicable to such Portfolio or class of shares available under the
Contracts.

Any obligation assumed by the Trust pursuant to this Agreement shall be limited in all cases to
the assets of the Trust and no person shall seek satisfaction thereof from shareholders of the Trust.
You agree to waive payment of any amounts payable to you by Underwriter under a Plan until
such time as the Underwriter has received such fee from the Trust.

The provisions of the Plans shall control over the provisions of the Participation Agreement,
including this Schedule F, in the event of any inconsistency.

You agree to provide complete disclosure as required by all applicable statutes, rules and
regulations of all rule 12b-1 fee~ received from us in the prospectus of the Contracts.

F-2

Schedule G

Addresses for Notices

National Life Insurance Company National

To the Company

Xxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attention: General Counsel

Equity Services, Inc. National Life

To the Distributor:

Drive Montpelier, VT 05604
Attention: Counsel

	Franklin Xxxxxxxxx Variable
To the Trust:	Insurance Products Trust Xxx Xxxxxxxx Xxxxxxx Xxx Xxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx X. Xxxxxxxx, Assistant Vice President Xxxxxx Xxxxxxx, General Counsel
With a copy to:	Franklin/Xxxxxxxxx Distributors, Inc.
To the Underwriter:	Xxx Xxxxxxxx Xxxxxxx Xxx Xxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxx, Vice President Xxxxxx Xxxxxxx, General
With a copy to:	Counsel

Schedule H

Shared Funding Order

Templeton Variable Products Series Fund, et al.

File No. 812-11698

SECURITIES AND EXCHANGE COMMISSION

Release No. IC-24018

1999 SEC LEXIS 1887

September 17, 1999

ACTION: Notice of application for an amended order of exemption pursuant to Section 6( c) of the Investment Company
Act of 1940 (the "1940 Act") from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act and Rules 6e-
2(b)(15) and 6e-3(T)(b)(15) thereunder.

TEXT: Summary of Application: Templeton Variable Products Series Fund (the "Templeton Trust"), Franklin Xxxxxxxxx
Variable Insurance Products Trust (formerly Franklin Valuemark Funds) (the "VIP Trust," and together with the
Templeton Trust, the "Funds"), Xxxxxxxxx Funds Annuity Company ("TFAC") or any successor to TFAC, and any future
open-end investment company for which TF AC or any affiliate is the administrator, sub-administrator, investment
manager, adviser, principal underwriter, or sponsor ("Future Funds") seek an amended order of the Commission to (1) add
as parties to that order the VIP Trust and any Future Funds and (2) permit shares of the Funds and Future Funds to be
issued to and held by qualified pension and retirement plans outside the separate account context.

Applicants: Templeton Variable Products Series Fund, Franklin Xxxxxxxxx Variable Insurance Products Trust,
Xxxxxxxxx Funds Annuity Company or any successor to TF AC, and any future open-end investment company for
which TF AC or any affiliate is the administrator, sub-administrator, investment manager, adviser, principal
underwriter, or sponsor (collectively, the "Applicants").

Filing Date: The application was filed on July 14, 1999, and amended and restated on September 17, 1999.

Hearing or Notification of Hearing: An order granting the application will be issued unless the Commission orders a
hearing. Interested persons may request a hearing by writing to the Secretary of the Commission and serving Applicants
with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m., on
October 12, 1999, and should be accompanied by proof of service on the Applicants in the form of an affidavit or, for
lawyers, a certificate of service. Hearing requests should state the nature of the writer's interest, the reason for the request,
and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Secretary
of the Commission.

Addresses: Secretary, Securities and Exchange Commission, 000 Xxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000-0000.

Applicants: Templeton Variable Products Series Fund and Franklin Xxxxxxxxx Variable Insurance Products Trust, 000
Xxxxxxxx Xxxxxx Xxxxxxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000, Attn: Xxxxx X. Xxxxxxxx, Esq.

For Further Information Contact: Xxxxx X. XxXxxxx, Senior Counsel, or Xxxxx X. Xxxxx, Branch Chief, Office of
Insurance Products, Division of Investment Management, at (000) 000-0000.

H-l

Supplementary Information: The following is a summary of the application. The complete application is available for a
fee from the SEC's Public Reference Branch, 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000-0000 (tel. (202) 942-
8090).

Applicants' Representations:

1. Each of the Funds is registered under the 1940 Act as an open-end management investment company and was
organized as a Massachusetts business trust. The Templeton Trust currently consists of eight separate series, and the VIP
Trust consists of twenty-five separate series. Each Fund's Declaration of Trust permits the Trustees to create additional
series of shares at any time. The Funds currently serve as the underlying investment medium for variable annuity contracts
and variable life insurance policies issued by various insurance companies. The Funds have entered into investment
management agreements with certain investment managers ("Investment Managers") directly or indirectly owned by
Franklin Resources, Inc. ("Resources"), a publicly owned company engaged in the financial services industry through its
subsidiaries.

2. TFAC is an indirect, wholly owned subsidiary of Resources. TFAC is the sole insurance company in the Franklin
Xxxxxxxxx organization, and specializes in the writing of variable annuity contracts. The Templeton Trust has entered
into a Fund Administration Agreement with Franklin Xxxxxxxxx Services, Inc. ("FT Services"), which replaced TF AC in
1998 as administrator, and FT Services subcontracts certain services to TF AC. FT Services also serves as administrator
to all series of the VIP Trust. TFAC and FT Services provide certain administrative facilities and services for the VIP and
Templeton Trusts.

3. On November 16, 1993, the Commission issued an order granting exemptive relief to permit shares of the Templeton
Trust to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and
unaffiliated life insurance companies (Investment Company Act Release No. 19879, File No. 8128546) (the "Original
Order"). Applicants incorporate by reference into the application the Application for the Original Order and each
amendment thereto, the Notice of Application for the Original Order, and the Original Order, to the extent necessary, to
supplement the representations made in the application in support of the requested relief. Applicants represent that all of
the facts asserted in the Application for the Original Order and any amendments thereto remain true and accurate in all
material respects to the extent that such facts are relevant to any relief on which Applicants continue to rely. The Original
Order allows the Templeton Trust to offer its shares to insurance companies as the investment vehicle for their separate
accounts supporting variable annuity contracts and variable life insurance contracts (collectively, the "Variable
Contracts"). Applicants state that the Original Order does not (i) include the VIP Trust or Future Funds as parties, nor (ii)
expressly address the sale of shares of the Funds or any Future Funds to qualified pension and retirement plans outside the
separate account context including, without limitation, those trusts, plans, accounts, contracts or annuities described in
Sections 401(a), 403(a), 403(b), 408(b), 408(k), 414(d), 457(b), 501(c)(18) of the Internal Revenue Code of 1986, as
amended (the "Code"), and any other trust, plan, contract, account or annuity that is determined to be within the scope of
Treasury Regulation 1.817.5(f)(3)(iii) ("Qualified Plans").

4. Separate accounts owning shares of the Funds and their insurance company depositors are referred to in the
application as "Participating Separate Accounts" and "Participating Insurance Companies," respectively. The use of a
common management investment company as the underlying investment medium for both variable annuity and variable
life insurance separate accounts of a single insurance company (or of two or more affiliated insurance companies) is
referred to as "mixed funding." The use of a common management investment company as the underlying investment
medium for variable annuity and/or variable life insurance separate accounts of unaffiliated insurance companies is
referred to as "shared funding."

Applicants' Legal Analysis:

1. Applicants request that the Commission issue an amended order pursuant to Section 6( c) of the 1940 Act,
adding the VIP Trust and Future Funds to the Original Order and exempting scheduled premium variable life insurance
separate accounts and flexible premium variable life insurance separate accounts of Participating Insurance Companies
(and, to the extent necessary, any principal underwriter and depositor of such an account) and the Applicants from
Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act, and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)

H-2

(and any comparable rule) thereunder, respectively, to the extent necessary to permit shares of the Funds and any Future
Funds to be sold to and held by Qualified Plans. Applicants submit that the exemptions requested are appropriate in the
public interest, consistent with the protection of investors, and consistent with the purposes fairly intended by the policy
and provisions of the 1940 Act.

2. The Original Order does not include the VIP Trust or Future Funds as parties nor expressly address the sale of shares
of the Funds or any Future Funds to Qualified Plans. Applicants propose that the VIP Trust and Future Funds be added as
parties to the Original Order and the Funds and any Future Funds be permitted to offer and sell their shares to Qualified
Plans.

3. Section 6( c) of the 1940 Act provides, in part, that the Commission, by order upon application, may
conditionally or unconditionally exempt any person, security or transaction, or any class or classes of persons,
securities or transactions from any provisions of the 1940 Act or the rules or regulations thereunder, if and to the
extent that such exemption is necessary or appropriate in the public interest and consistent with the protection of
investors and the purposes fairly intended by the policy and provisions of the 1940 Act.

4. In connection with the funding of scheduled premium variable life insurance contracts issued through a separate
account registered under the 1940 Act as a unit investment trust ("VIT"), Rule 6e-2(b)(15) provides partial exemptions
from various provisions of the 1940 Act, including the following: (1) Section 9(a), which makes it unlawful for certain
individuals to act in the capacity of employee, officer, or director for a VIT, by limiting the application of the eligibility
restrictions in Section 9(a) to affiliated persons directly participating in the management ofa registered management
investment company; and (2) Sections 13(a), 15(a) and 15(b) of the 1940 Act to the extent that those sections might be
deemed to require "pass-through" voting with respect to an underlying fund's shares, by allowing an insurance company
to disregard the voting instructions of contractowners in certain circumstances.

5. These exemptions are available, however, only where the management investment company underlying the separate
account (the "underlying fund") offers its shares "exclusively to variable life insurance separate accounts of the life
insurer, or of any affiliated life insurance company." Therefore, Rule 6e-2 does not permit either mixed funding or shared
funding because the relief granted by Rule 6e-2(b)( 15) is not available with respect to a scheduled premium variable life
insurance separate account that owns shares of an underlying fund that also offers its shares to a variable annuity or a
flexible premium variable life insurance separate account of the same company or of any affiliated life insurance
company. Rule 6e-2(b)( 15) also does not permit the sale of shares of the underlying fund to Qualified Plans.

6. In connection with flexible premium variable life insurance contracts issued through a separate account registered
under the 1940 Act as a VIT, Rule 6e-3(T)(b)(15) also provides partial exemptions from Sections 9(a), 13(a), 15(a) and
l5(b) of the 1940 Act. These exemptions, however, are available only where the separate account's underlying fund offers
its shares "exclusively to separate accounts of the life insurer, or of any affiliated life insurance company, offering either
scheduled contracts or flexible contracts, or both; or which also offer their shares to variable annuity separate accounts of
the life insurer or of an affiliated life insurance company." Therefore, Rule 6e-3(T) permits mixed funding but does not
permit shared funding and also does not permit the sale of shares of the underlying fund to Qualified Plans. As noted
above, the Original Order granted the Templeton Trust exemptive relief to permit mixed and shared funding, but did not
expressly address the sale of its shares to Qualified Plans.

7. Applicants note that if the Funds were to sell their shares only to Qualified Plans, exemptive relief under Rule 6e-2
and Rule 6e-3(T) would not be necessary. Applicants state that the relief provided for under Rule 6e-2(b)(15) and Rule
6e-3(T)(b)(15) does not relate to qualified pension and retirement plans or to a registered investment company's ability
to sell its shares to such plans.

8. Applicants state that changes in the federal tax law have created the opportunity for each of the Funds to increase its
asset base through the sale of its shares to Qualified Plans. Applicants state that Section 8l7(h) of the Internal Revenue
Code of 1986, as amended (the "Code"), imposes certain diversification standards on the assets underlying Variable
Contracts. Treasury Regulations generally require that, to meet the diversification requirements, all of the beneficial
interests in the underlying investment company must be held by the segregated asset accounts of

H-3

one or more life insurance companies. Notwithstanding this, Applicants note that the Treasury Regulations also
contain an exception to this requirement that permits trustees of a Qualified Plan to hold shares of an investment
company, the shares of which are also held by insurance company segregated asset accounts, without adversely
affecting the status of the investment company as an adequately diversified underlying investment of Variable
Contracts issued through such segregated asset accounts (Treas. Reg. 1.817 -5(f)(3)(iii».

9. Applicants state that the promulgation of Rules 6e-2(b)(15) and 6e-3(T)(b)(15) under the 1940 Act preceded the
issuance of these Treasury Regulations. Thus, Applicants assert that the sale of shares of the same investment company to
both separate accounts and Qualified Plans was not contemplated at the time of the adoption of Rules 6e-2(b)(15) and 6e-
3(T)(b)(15).

10. Section 9( a) provides that it is unlawful for any company to serve as investment adviser or principal underwriter of
any registered open-end investment company if an affiliated person of that company is subject to a disqualification
enumerated in Section 9(a)(I) or (2). Rules 6e-2(b)(15) and 6e-3(T)(b)(15) provide exemptions from Section 9(a) under
certain circumstances, subject to the limitations on mixed and shared funding. These exemptions limit the application of
the eligibility restrictions to affiliated individuals or companies that directly participate in the management of the
underlying portfolio investment company.

11. Applicants state that the relief granted in Rule 6e-2(b)(15) and 6e-3(T)(b)(15) from the requirements of Section 9
limits, in effect, the amount of monitoring of an insurer's personnel that would otherwise be necessary to ensure
compliance with Section 9 to that which is appropriate in light of the policy and purposes of Section 9. Applicants submit
that those Rules recognize that it is not necessary for the protection of investors or the purposes fairly intended by the
policy and provisions of the 1940 Act to apply the provisions of Section 9(a) to the many individuals involved in an
insurance company complex, most of whom typically will have no involvement in matters pertaining to investment
companies funding the separate accounts.

12. Applicants to the Original Order previously requested and received relief from Section 9(a) and Rules 6e-
2(b )(15) and 6e~3(T)(b)( 15) to the extent necessary to permit mixed and shared funding. Applicants maintain that the
relief previously granted from Section 9(a) will in no way be affected by the proposed sale of shares of the Funds to
Qualified Plans. Those individuals who participate in the management or administration of the Funds will remain the same
regardless of which Qualified Plans use such Funds. Applicants maintain that more broadly applying the requirements of
Section 9(a) because of investment by Qualified Plans would not serve any regulatory purpose. Moreover, Qualified
Plans, unlike separate accounts, are not themselves investment companies and therefore are not subject to Section 9 of the
1940 Act.

13. Applicants state that Rules 6e-2(b)(15)(iii) and 6e-3(T)(b)(15)(iii) provide exemptions from the pass-through voting
requirement with respect to several significant matters, assuming the limitations on mixed and shared funding are
observed. Rules 6e-2(b)(15)(iii)(A) and 6e-3(T)(b)(15)(iii)(A) provide that the insurance company may disregard the
voting instructions of its contractowners with respect to the investments of an underlying fund or any contract between a
fund and its investment adviser, when required to do so by an insurance regulatory authority (subject to the provisions of
paragraphs (b)(5)(i) and (b)(7)(ii)(A) of the Rules). Rules 6e-2(b)(15)(iii)(B) and 6e3(T)(b)(15)(iii)(A)(2) provide that the
insurance company may disregard contractowners' voting instructions if the contractowners initiate any change in such
company's investment policies, principal underwriter, or any investment adviser (provided that disregarding such voting
instructions is reasonable and subject to the other provisions of paragraphs (b )(5)(ii) and (b)(7)(ii)(B) and (C) of the
Rules).

14. Applicants assert that Qualified Plans, which are not registered as investment companies under the 1940 Act, have
no requirement to pass-through the voting rights to plan participants. Applicants state that applicable law expressly
reserves voting rights to certain specified persons. Under Section 403(a) of the Employment Retirement Income Security
Act ("ERISA"), shares of a fund sold to a Qualified Plan must be held by the trustees of the Qualified Plan. Section
403(a) also provides that the trustee(s) must have exclusive authority and discretion to manage and control the Qualified
Plan with two exceptions: (1) when the Qualified Plan expressly provides that the trustee(s) are subject to the direction of
a named fiduciary who is not a trustee, in which case the trustees are subject to proper directions made in accordance
with the terms of the Qualified Plan and not contrary to ERISA; and (2) when the authority to manage, acquire or dispose
of assets of the Qualified Plan is delegated to one or more

H-4

investment managers pursuant to Section 402( c )(3) of ERISA. Unless one of the two above exceptions stated in Section
403(a) applies, Qualified Plan trustees have the exclusive authority and responsibility for voting proxies. Where a named
fiduciary to a Qualified Plan appoints an investment manager, the investment manager has the responsibility to vote the
shares held unless the right to vote such shares is reserved to the trustees or the named fiduciary. Where a Qualified Plan
does not provide participants with the right to give voting instructions, Applicants do not see any potential for material
irreconcilable conflicts of interest between or among variable contract holders and Qualified Plan investors with respect
to voting of the respective Fund's shares. Accordingly, Applicants state that, unlike the case with insurance company
separate accounts, the issue of the resolution of material irreconcilable conflicts with respect to voting is not present with
respect to such Qualified Plans since the Qualified Plans are not entitled to pass-through voting privileges.

15. Even if a Qualified Plan were to hold a controlling interest in one of the Funds, Applicants believe that such control
would not disadvantage other investors in such Fund to any greater extent than is the case when any institutional
shareholder holds a majority of the voting securities of any open-end management investment company. In this regard,
Applicants submit that investment in a Fund by a Qualified Plan will not create any of the voting complications
occasioned by mixed funding or shared funding. Unlike mixed or shared funding, Qualified Plan investor voting rights
cannot be frustrated by veto rights of insurers or state regulators.

16. Applicants state that some of the Qualified Plans, however, may provide for the trustee(s), an investment adviser (or
advisers), or another named fiduciary to exercise voting rights in accordance with instructions from participants. Where a
Qualified Plan provides participants with the right to give voting instructions, Applicants see no reason to believe that
participants in Qualified Plans generally or those in a particular Qualified Plan, either as a single group or in combination
with participants in other Qualified Plans, would vote in a manner that would disadvantage Variable Contract holders. In
sum, Applicants maintain that the purchase of shares of the Funds by Qualified Plans that provide voting rights does not
present any complications not otherwise occasioned by mixed or shared funding.

17. Applicants do not believe that the sale of the shares of the Funds to Qualified Plans will increase the potential for
material irreconcilable conflicts of interest between or among different types of investors. In particular, Applicants see
very little potential for such conflicts beyond that which would otherwise exist between variable annuity and variable
life insurance contractowners.

18. As noted above, Section 817(h) of the Code imposes certain diversification standards on the underlying assets of
variable contracts held in an underlying mutual fund. The Code provides that a variable contract shall not be treated as an
annuity contract or life insurance, as applicable, for any period (and any subsequent period) for which the investments are
not, in accordance with regulations prescribed by the Treasury Department, adequately diversified.

19. Treasury Department Regulations issued under Section 817(h) provide that, in order to meet the statutory
diversification requirements, all of the beneficial interests in the investment company must be held by the segregated
asset accounts of one or more insurance companies. However, the Regulations contain certain exceptions to this
requirement, one of which allows shares in an underlying mutual fund to be held by the trustees of a qualified pension or
retirement plan without adversely affecting the ability of shares in the underlying fund also to be held by separate
accounts of insurance companies in connection with their variable contracts (Treas. Reg. 1.817 -5(f)(3)(iii)). Thus,
Applicants believe that the Treasury Regulations specifically permit "qualified pension or retirement plans" and separate
accounts to invest in the same underlying fund. For this reason, Applicants have concluded that neither the Code nor the
Treasury Regulations or revenue rulings thereunder presents any inherent conflict of interest.

20. Applicants note that while there are differences in the manner in which distributions from Variable Contracts and
Qualified Plans are taxed, these differences will have no impact on the Funds. When distributions are to be made, and a
Separate Account or Qualified Plan is unable to net purchase payments to make the distributions, the Separate Account
and Qualified Plan will redeem shares of the Funds at their respective net asset value in conformity with Rule 22c-l under
the 1940 Act (without the imposition of any sales charge) to provide proceeds to meet distribution needs. A Qualified
Plan will make distributions in accordance with the terms of the Qualified Plan.

H-5

21. Applicants maintain that it is possible to provide an equitable means of giving voting rights to Participating Separate
Account contractowners and to Qualified Plans. In connection with any meeting of shareholders, the Funds will inform
each shareholder, including each Participating Insurance Company and Qualified Plan, of information necessary for the
meeting, including their respective share of ownership in the relevant Fund. Each Participating Insurance Company will
then solicit voting instructions in accordance with Rules 6e-2 and 6e-3(T), as applicable, and its participation agreement
with the relevant Fund. Shares held by Qualified Plans will be voted in accordance with applicable law. The voting rights
provided to Qualified Plans with respect to shares of the Funds would be no different from the voting rights that are
provided to Qualified Plans with respect to shares of funds sold to the general public.

22. Applicants have concluded that even if there should arise issues with respect to a state insurance commissioner's veto
powers over investment objectives where the interests of contractowners and the interests of Qualified Plans are in
conflict, the issues can be almost immediately resolved since the trustees of (or participants in) the Qualified Plans can, on
their own, redeem the shares out of the Funds. Applicants note that state insurance commissioners have been given the
veto power in recognition of the fact that insurance companies usually cannot simply redeem their separate accounts out of
one fund and invest in another. Generally, time-consuming, complex transactions must be undertaken to accomplish such
redemptions and transfers. Conversely, the trustees of Qualified Plans or the participants in participant-directed Qualified
Plans can make the decision quickly and redeem their interest in the Funds and reinvest in another funding vehicle without
the same regulatory impediments faced by separate accounts or, as is the case with most Qualified Plans, even hold cash
pending suitable investment.

23. Applicants also state that they do not see any greater potential for material irreconcilable conflicts arising
between the interests of participants under Qualified Plans and contractowners of Participating Separate Accounts from
possible future changes in the federal tax laws than that which already exist between variable annuity contractowners
and variable life insurance contractowners.

24. Applicants state that the sale of shares of the Funds to Qualified Plans in addition to separate accounts of
Participating Insurance Companies will result in an increased amount of assets available for investment by the Funds. This
may benefit variable contractowners by promoting economies of scale, by permitting increased safety of investments
through greater diversification, and by making the addition of new portfolios more feasible.

25. Applicants assert that, regardless of the type of shareholders in each Fund, each Fund's Investment Manager is or
would be contractually and otherwise obligated to manage the Fund solely and exclusively in accordance with that Fund's
investment objectives, policies and restrictions as well as any guidelines established by the Board of Trustees of such Fund
(the "Board"). The Investment Manager works with a pool of money and (except in a few instances where this may be
required in order to comply with state insurance laws) does not take into account the identity of the shareholders. Thus,
each Fund will be managed in the same manner as any other mutual fund. Applicants therefore see no significant legal
impediment to permitting the sale of shares of the Funds to Qualified Plans.

26. Applicants state that the Commission has permitted the amendment of a substantially similar original order for the
purpose of adding a party to the original order and has permitted open-end management investment companies to offer
their shares directly to Qualified Plan in addition to separate accounts of affiliated or unaffiliated insurance companies
which issue either or both variable annuity contracts or variable life insurance contracts. Applicants state that the amended
order sought in the application is identical to precedent with respect to the conditions Applicants propose should be
imposed on Qualified Plans in connection with investment in the Funds.

Applicants' Conditions:

If the requested amended order is granted, Applicants consent to the following conditions:

1. A majority of the Board of each Fund shall consist of persons who are not "interested persons" thereof, as defined by
Section 2(a)(19) of the 1940 Act, and the rules thereunder and as modified by any applicable orders of the Commission,
except that if this condition is not met by reason of the death, disqualification or bona fide resignation of any Board
Member or Members, then the operation of this condition shall be suspended: (a) for a period of 45 days if the vacancy or
vacancies may be filled by the remaining Board Members; (b) for a period of 60 days if a vote

H-6

of shareholders is required to fill the vacancy or vacancies; or (c) for such longer period as the Commission may
prescribe by order upon application.

2. The Board will monitor their respective Fund for the existence of any material irreconcilable conflict among the
interests of the Variable Contract owners of all Separate Accounts investing in the Funds and of the Qualified Plan
participants investing in the Funds. The Board will determine what action, if any, shall be taken in response to such
conflicts. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state
insurance regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or
a public ruling, private letter ruling, no-action or interpretive letter, or any similar action by insurance, tax or securities
regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the
investments of the Funds are being managed; (e) a difference in voting instructions given by variable annuity contract
owners, variable life insurance contract owners, and trustees of Qualified Plans; (f) a decision by an insurer to disregard
the voting instructions of Variable Contract owners; or (g) if applicable, a decision by a Qualified Plan to disregard the
voting instructions of Qualified Plan participants.

3. Participating Insurance Companies, the Investment Managers, and any Qualified Plan that executes a fund
participation agreement upon becoming an owner of 10 percent or more of the assets of an Fund (a "Participating
Qualified Plan"), will report any potential or existing conflicts of which it becomes aware to the Board of any relevant
Fund. Participating Insurance Companies, the Investment Managers and the Participating Qualified Plans will be
responsible for assisting the Board in carrying out its responsibilities under these conditions by providing the Board with
all information reasonably necessary for the Board to consider any issues raised. This responsibility includes, but is not
limited to, an obligation by each Participating Insurance Company to inform the Board whenever voting instructions of
Contract owners are disregarded and, if pass-through voting is applicable, an obligation by each Participating Qualified
Plan to inform the Board whenever it has determined to disregard Qualified Plan participant voting instructions. The
responsibility to report such information and conflicts, and to assist the Board, will be contractual obligations of all
Participating Insurance Companies investing in the Funds under their agreements governing participation in the Funds, and
such agreements shall provide that these responsibilities will be carried out with a view only to the interests of the Variable
Contract owners. The responsibility to report such information and conflicts, and to assist the Board, will be contractual
obligations of all Participating Qualified Plans under their agreements governing participation in the Funds, and such
agreements will provide that their responsibilities will be carried out with a view only to the interests of Qualified Plan
participants.

4. If it is determined by a majority of the Board of a Fund, or by a majority of the disinterested Board Members, that a
material irreconcilable conflict exists, the relevant Participating Insurance Companies and Participating Qualified Plans
will, at their own expense and to the extent reasonably practicable as determined by a majority of the disinterested Board
Members, take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps could
include: (a) in the case of Participating Insurance Companies, withdrawing the assets allocable to some or all of the
Separate Account s from the Fund or any portfolio thereof and reinvesting such assets in a different investment medium,
including another portfolio of an Fund or another Fund, or submitting the question as to whether such segregation should
be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any
appropriate group (i.e., variable annuity contract owners or variable life insurance contract owners of one or more
Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract
owners the option of making such a change; (b) in the case of Participating Qualified Plans, withdrawing the assets
allocable to some or all of the Qualified Plans from the Fund and reinvesting such assets in a different investment medium;
and (c) establishing a new registered management investment company or managed Separate Account. If a material
irreconcilable conflict arises because of a decision by a Participating Insurance Company to disregard Variable Contract
owner voting instructions, and that decision represents a minority position or would preclude a majority vote, then the
insurer may be required, at the Fund's election, to withdraw the insurer's Separate Account investment in such Fund, and
no charge or penalty will be imposed as a result of such withdrawal. If a material irreconcilable conflict arises because of a
Participating Qualified Plan's decision to disregard Qualified Plan participant voting instructions, if applicable, and that
decision represents minority position or would preclude a majority vote, the Participating Qualified Plan may be required,
at the Fund's election, to withdraw its investment in such Fund, and no charge or penalty will be imposed as a result of
such withdrawal. The responsibility to take remedial action in the event of a determination by a Board of a material
irreconcilable conflict and to bear the cost of such remedial action will be a contractual obligation of all Participating

H-7

Insurance Companies and Participating Qualified Plans under their agreements governing participation in the Funds, and
these responsibilities will be carried out with a view only to the interest of Variable Contract owners and Qualified Plan
participants.

5. For purposes of Condition 4, a majority of the disinterested Board Members of the applicable Board will determine
whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the
relevant Fund or the Investment Managers be required to establish a new funding medium for any Contract. No
Participating Insurance Company shall be required by Condition 4 to establish a new funding medium for any Variable
Contract if any offer to do so has been declined by vote of a majority of the Variable Contract owners materially and
adversely affected by the material irreconcilable conflict. Further, no Participating Qualified Plan shall be required by
Condition 4 to establish a new funding medium for any Participating Qualified Plan if (a) a majority of Qualified Plan
participants materially and adversely affected by the irreconcilable material conflict vote to decline such offer, or (b)
pursuant to governing Qualified Plan documents and applicable law, the Participating Qualified Plan makes such decision
without a Qualified Plan participant vote.

6. The determination of the Board of the existence of a material irreconcilable conflict and its implications will be made
known in writing promptly to all Participating Insurance Companies and Participating Qualified Plans.

7. Participating Insurance Companies will provide pass-through voting privileges to Variable Contract owners who
invest in registered Separate Accounts so long as and to the extent that the Commission continues to interpret the 1940 Act
as requiring pass-through voting privileges for Variable Contract owners. As to Variable Contracts issued by unregistered
Separate Accounts, pass-through voting privileges will be extended to participants to the extent granted by issuing
insurance companies. Each Participating Insurance Company will also vote shares of the Funds held in its Separate
Accounts for which no voting instructions from Contract owners are timely received, as well as shares of the Funds which
the Participating Insurance Company itself owns, in the same proportion as those shares of the Funds for which voting
instructions from contract owners are timely received. Participating Insurance Companies will be responsible for assuring
that each of their registered Separate Accounts participating in the Funds calculates voting privileges in a manner
consistent with other Participating Insurance Companies. The obligation to calculate voting privileges in a manner
consistent with all other registered Separate Accounts investing in the Funds will be a contractual obligation of all
Participating Insurance Companies under their agreements governing their participation in the Funds. Each Participating
Qualified Plan will vote as required by applicable law and governing Qualified Plan documents.

8. All reports of potential or existing conflicts received by the Board of a Fund and all action by such Board with
regard to determining the existence of a conflict, notifying Participating Insurance Companies and Participating
Qualified Plans of a conflict, and determining whether any proposed action adequately remedies a conflict, will be
properly recorded in the minutes of the meetings of such Board or other appropriate records, and such minutes or other
records shall be made available to the Commission upon request.

9. Each Fund will notify all Participating Insurance Companies that separate disclosure in their respective Separate
Account prospectuses may be appropriate to advise accounts regarding the potential risks of mixed and shared funding.
Each Fund shall disclose in its prospectus that (a) the Fund is intended to be a funding vehicle for variable annuity and
variable life insurance contracts offered by various insurance companies and for qualified pension and retirement plans;
(b) due to differences of tax treatment and other considerations, the interests of various Contract owners participating in
the Fund and/or the interests of Qualified Plans investing in the Fund may at some time be in conflict; and (c) the Board
of such Fund will monitor events in order to identify the existence of any material irreconcilable conflicts and to
determine what action, if any, should be taken in response to any such conflict.

10. Each Fund will comply with all provisions of the 1940 Act requiring voting by shareholders (which, for these
purposes, will be the persons having a voting interest in the shares of the Funds), and, in particular, the Funds will either
provide for annual shareholder meetings (except insofar as the Commission may interpret Section 16 of the 1940 Act not
to require such meetings) or comply with Section 16( c) of the 1940 Act, although the Funds are not the type of trust
described in Section 16(c) of the 1940 Act, as well as with Section 16(a) of the 1940 Act and, if and when applicable,
Section 16(b) of the 1940 Act. Further, each Fund will act in accordance with the Commission's

H-8

interpretation of the requirements of Section 16( a) with respect to periodic elections of Board Members and with
whatever rules the Commission may promulgate with respect thereto.

11. If and to the extent Rules 6e-2 or 6e-3(T) under the 1940 Act is 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 on terms and conditions materially different from any exemptions granted in the
order requested in the application, then the Funds and/or Participating Insurance Companies and Participating Qualified
Plans, as appropriate, shall take such steps as may be necessary to comply with such Rules 6e-2 and 6e-3(T), as
amended, or proposed Rule 6e-3, as adopted, to the extent that such Rules are applicable.

12. The Participating Insurance Companies and Participating Qualified Plans and/or the Investment Managers, at least
annually, will submit to the Board such reports, materials or data as the Board may reasonably request so that the Board
may fully carry out obligations imposed upon it by the conditions contained in the application. Such reports, materials and
data will be submitted more frequently if deemed appropriate by the Board. The obligations of the Participating Insurance
Companies and Participating Qualified Plans to provide these reports, materials and data to the Board, when the Board so
reasonably requests, shall be a contractual obligation of all Participating Insurance Companies and Participating Qualified
Plans under their agreements governing participation in the Funds.

13. If a Qualified Plan should ever become a holder often percent or more of the assets ofa Fund, such Qualified Plan
will execute a participation agreement with the Fund that includes the conditions set forth herein to the extent applicable.
A Qualified Plan will execute an application containing an acknowledgment of this condition upon such Qualified Plan's
initial purchase of the shares of any Fund.

Conclusion:

Applicants assert that, for the reasons summarized above, the requested exemptions are appropriate in the public
interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of
the 1940 Act.

For the Commission, by the Division of ewrInvestment Management, pursuant to delegated authority.

H-9

Xxxxxxxxx Variable Products Series Fund, et ai.

File No. 812-11698

SECURITIES AND EXCHANGE COMMISSION

Release No. IC-24079

1999 SEC LEXIS 2177

October 13, 1999

ACTION: Order Granting Exemptions

TEXT: Xxxxxxxxx Variable Products Series Fund ("Xxxxxxxxx Trust"), Franklin Xxxxxxxxx Variable Insurance Products
Trust ("VIP Trust"), Xxxxxxxxx Funds Annuity Company ("TF AC") or any successor to TF AC, and any future open-
end investment company for which TF AC or any affiliate is the administrator, sub-administrator, investment manager,
adviser, principal underwriter, or sponsor ("Future Funds") filed an application on July 14, 1999, and an amendment on
September 17, 1999 seeking an amended order of the Commission pursuant to Section 6(c) of the Investment Company
Act of 1940 ("1940 Act") exempting them from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act
and Rules 6e-2(b)(15) and 6e-3(T)(b)(15). The prior order (ReI. No. IC19879) granted exemptive relief to permit shares
of the Xxxxxxxxx Trust to be sold to and held by variable annuity and variable life insurance separate accounts of both
affiliated and unaffiliated life insurance companies. The proposed relief would amend the prior order to add as parties to
that order the VIP Trust and any Future Funds and to permit shares of the Xxxxxxxxx Trust, the VIP Trust, and Future
Funds to be issued to and held by qualified pension and retirement plans outside the separate account context.

A notice of the filing of the application was issued on September 17, 1999 (Rel. No. IC-24018). The notice gave
interested persons an opportunity to request a hearing and stated that an order granting the application would be issued
unless a hearing should be ordered. No request for a hearing has been filed, and the Commission has not ordered a
hearing.

The matter has been considered, and it is found that granting the requested exemptions is appropriate in the public
interest and consistent with the protection of investors and the purposes intended by the policy and provisions of the
1940 Act.

Accordingly,

IT IS ORDERED, pursuant to Section 6(c) of the 1940 Act, that the requested exemptions from Sections 9(a), 13(a),
15(a) and 15(b) of the 1940 Act, and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, be, and hereby are, granted,
effective forthwith.

For the Commission, by the Division of Investment Management, pursuant to delegated authority.

H-IO

Document Metadata

Table of Contents

Participation Agreement

Document Metadata