FORM OF FUND PARTICIPATION AGREEMENT
                                     BETWEEN
                            PORTFOLIO PARTNERS, INC.,
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                                       AND
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY


       Golden American Life Insurance Company (the "Company"), Portfolio
Partners, Inc. (the "Fund") and Aetna Life Insurance and Annuity Company (the
"Adviser") hereby agree to an arrangement whereby the Fund shall be made
available to serve as underlying investment media for Variable Annuity or
Variable Life Contracts ("Contracts") to be issued by the Company.

1.     ESTABLISHMENT OF ACCOUNTS; AVAILABILITY OF FUND.
       -----------------------------------------------

       (a)    The Company represents that it has established Separate Account B
              and may establish such other accounts as may be set forth in
              Schedule A attached hereto and as may be amended from time to time
              with the mutual consent of the parties hereto (the "Accounts"),
              each of which is a separate account under ________________
              Insurance law, and has registered or will register each of the
              Accounts (except for such Accounts for which no such registration
              is required) as a unit investment trust under the Investment
              Company Act of 1940 (the "1940 Act"), to serve as an investment
              vehicle for the Contracts. Each Contract provides for the
              allocation of net amounts received by the Company to an Account
              for investment in the shares of one of more specified open-end
              management investment companies available through that Account as
              underlying investment media. Selection of a particular investment
              management company and changes therein from time to time are made
              by the participant or Contract owner, as applicable under a
              particular Contract.

       (b)    The Fund and the Adviser represent and warrant that the
              investments of the series of the Fund (each designated a
              "Portfolio") specified in Schedule B attached hereto (as may be
              amended from time to time with the mutual consent of the parties
              hereto) will at all times be adequately diversified within the
              meaning of Section 817(h) of the Internal Revenue Service Code of
              1986, as amended (the "Code"), and the Regulations thereunder, and
              that at all times while this agreement is in effect, all



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              beneficial interests will be owned by one or more insurance
              companies or by any other party permitted under Section
              1.817-5(f)(3) of the Regulations promulgated under the Code or by
              the successor thereto, or by any other party permitted under a
              Revenue Ruling or private letter ruling granted by the Internal
              Revenue Service.

2.     PRICING INFORMATION; ORDERS; SETTLEMENT.
       ---------------------------------------

       (a)    The Fund will make Fund shares available to be purchased by the
              Company, and will accept redemption orders from the Company, on
              behalf of each Account at the net asset value applicable to each
              order on those days on which the Fund calculates its net asset
              value (a "Business Day"). Fund shares shall be purchased and
              redeemed in such quantity and at such time determined by the
              Company to be necessary to meet the requirements of those
              Contracts for which the Fund serve as underlying investment media,
              provided, however, that the Board of Trustees of the Fund
              (hereinafter the "Trustees") may upon reasonable notice to the
              Company, refuse to sell shares of any Portfolio to any person, or
              suspend or terminate the offering of shares of any Portfolio if
              such action is required by law or by regulatory authorities having
              jurisdiction or is, in the sole discretion of the Trustees, acting
              in good faith and in the best interests of the shareholders of any
              Portfolio and is acting in compliance with their fiduciary
              obligations under federal and/or any applicable state laws.

       (b)    The Fund will provide to the Company closing net asset value,
              dividend and capital gain information at the close of trading each
              day that the New York Stock Exchange (the "Exchange" is open (each
              such day a "Business Day"), and in no event later than 7:00 p.m.
              Eastern Standard time on such Business Day. The Company will send
              via facsimile or electronic transmission to the Fund or its
              specified agent orders to purchase and/or redeem Fund shares by
              10:00 a.m. Eastern Standard Time the following business day.
              Payment for net purchases will be wired by the Company to an
              account designated by the Fund to coincide with the order for
              shares of the Fund.

       (c)    The Fund hereby appoints the Company as its agent for the limited
              purpose of accepting purchase and redemption orders for Fund
              shares relating to the Contracts from Contract owners or
              participants. Orders from Contract owners or participants received
              from any distributor of the Contracts (including affiliates of the
              Company) by the Company, acting


                                           2

<PAGE>


              as agent for the Fund, prior to the close of the Exchange on
              any given business day will be executed by the Fund at the net
              asset value determined as of the close of the Exchange on such
              Business Day, provided that the Fund receives written
              (or facsimile) notice of such order by 10 a.m. Eastern Standard
              Time on the next following Business Day. Any orders received by
              the Company acting as agent on such day but after the close of
              the Exchange will be executed by the Fund at the net asset
              value determined as of the close of the Exchange on the next
              business day following the day of receipt of such order,
              provided that the Fund receives written (or facsimile) notice of
              such order by 10 a.m. Eastern Standard Time within two days
              following the day of receipt of such order.

       (d)    Payments for net redemptions of shares of the Fund will be wired
              by the Fund to an account designated by the Company. Payments for
              net purchases of the Fund will be wired by the Company to an
              account designated by the Fund on the same Business Day the
              Company places an order to purchase Fund shares. Payments shall be
              in federal funds transmitted by wire.

       (e)    In lieu of applicable provisions set forth in paragraphs 2(a)
              through 2(d) above, the parties may agree to provide pricing
              information, execute orders and wire payments for purchases and
              redemptions through National Securities Clearing Corporation's
              Fund/SERV system in which case such activities will be governed by
              the provisions set forth in an Exhibit to this Agreement.

       (f)    Each party has the right to rely on information or confirmations
              provided by the other party (or by any affiliate of the other
              party), and shall not be liable in the event that an error is a
              result of any misinformation supplied by the other party.

       (g)    The Company agrees to purchase and redeem the shares of the
              Portfolios named in Schedule B offered by the then current
              prospectus and statement of additional information of the Fund in
              accordance with the provisions of such prospectus and statement of
              additional information. The Company shall not permit any person
              other than a Contract owner or Participant to give instructions to
              the Company which would require the Company to redeem or exchange
              shares of the Fund. This provision shall not be construed to
              prohibit the Company from substituting shares of another fund, as
              permitted by law.


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<PAGE>

3.     EXPENSES.
       ---------

       (a)    Except as otherwise provided in this Agreement, all expenses
              incident to the performance by the Fund under this Agreement shall
              be paid by the Fund, including the cost of registration of Fund
              shares with the Securities and Exchange Commission (the "SEC") and
              in states where required. The Fund and Adviser shall pay no fee or
              other compensation to the Company under this Agreement, and the
              Company shall pay no fee or other compensation to the Fund or
              Adviser, except as provided herein and in Schedule C attached
              hereto and made a part of this Agreement as may be amended from
              time to time with the mutual consent of the parties hereto. All
              expenses incident to performance by each party of its respective
              duties under this Agreement shall be paid by that party, unless
              otherwise specified in this Agreement.

       (b)    The Fund or the Adviser shall provide to the Company Post Script
              files of periodic fund reports to shareholders and other materials
              that are required by law to be sent to Contract owners. In
              addition, the Fund or the Adviser shall provide the Company with a
              sufficient quantity of its prospectuses, statements of additional
              information and any supplements to any of these materials, to be
              used in connection with the offerings and transactions
              contemplated by this Agreement. In addition, the Fund shall
              provide the Company with a sufficient quantity of its proxy
              material that is required to be sent to Contract owners. The
              Adviser shall be permitted to review and approve the typeset form
              of such material prior to such printing provided such material has
              been provided by the Adviser to the Company within a reasonable
              period of time prior to typesetting.

       (c)    In lieu of the Fund's or Adviser's providing printed copies of
              prospectuses, statements of additional information and any
              supplements to any of these materials, and periodic fund reports
              to shareholders, the Company shall have the right to request that
              the Fund transmit a copy of such materials in an electronic format
              (Post Script files), which the Company may use to have such
              materials printed together with similar materials of other Account
              funding media that the Company or any distributor will distribute
              to existing or prospective Contract owners or participants.


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<PAGE>

4.     REPRESENTATIONS.
       ---------------

       (a)    The Company agrees that it and its agents shall not, without the
              written consent of the Fund or the Adviser, make representations
              concerning the Fund, or its shares except those contained in the
              then current prospectuses and in current printed sales literature
              approved by or deemed approved by the Fund or the Adviser.

       (b)    The Fund and Adviser represent and warrant that (i) they have
              examined and tested their systems and made reasonable inquiry of
              their business partners and other entities with whom they conduct
              business with respect to Year 2000 problems and (ii) their ability
              to perform their obligations under this Agreement will not be
              interrupted or disrupted as a result of any business interruptions
              or other business problems relating to specific dates or days
              before, during and after the Year 2000.

5.     TERMINATION.
       -----------

       This agreement shall terminate as to the sale and issuance of new
       Contracts:

       (a)    at the option of either the Company, the Adviser or the Fund, upon
              sixty days advance written notice to the other parties;

       (b)    at the option of the Company, upon one week advance written notice
              to the Adviser and the Fund, if Fund shares are not available for
              any reason to meet the requirement of Contracts as determined by
              the Company. Reasonable advance notice of election to terminate
              shall be furnished by Company;

       (c)    at the option of either the Company, the Adviser or the Fund,
              immediately upon institution of formal proceedings against the
              broker-dealer or broker-dealers marketing the Contracts, the
              Account, the Company, the Fund or the Adviser by the National
              Association of Securities Dealers, Inc. (the "NASD"), the SEC or
              any other regulatory body;

       (d)    upon the determination of the Accounts to substitute for the
              Fund's shares the shares of another investment company in
              accordance with the terms of the applicable Contracts. The Company
              will give 60 days written notice to the Fund and the Adviser of
              any decision to replace the Fund's' shares;

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<PAGE>

       (e)    upon assignment of this Agreement, unless made with the written
              consent of all other parties hereto;

       (f)    if Fund shares are not registered, issued or sold in conformance
              with Federal law or such law precludes the use of Fund shares as
              an underlying investment medium for Contracts issued or to be
              issued by the Company. Prompt notice shall be given by the
              appropriate party should such situation occur.

6.     CONTINUATION OF AGREEMENT.
       -------------------------

       Termination as the result of any cause listed in Section 5 shall not
       affect the Fund's obligation to furnish its shares to Contracts then in
       force for which its shares serve or may serve as the underlying medium
       unless such further sale of Fund shares is prohibited by law or the SEC
       or other regulatory body, or is determined by the Fund's Board to be
       necessary to remedy or eliminate an irreconcilable conflict pursuant to
       Section 10 hereof.

7.     ADVERTISING MATERIALS; FILED DOCUMENTS.
       --------------------------------------

       (a)    Advertising and sales literature with respect to the Fund prepared
              by the Company or its agents for use in marketing its Contracts
              will be submitted to the Fund or its designee for review before
              such material is submitted to any regulatory body for review. No
              such material shall be used if the Fund or its designee reasonably
              object to such use in writing, transmitted by facsimile within two
              business days after receipt of such material.

       (b)    The Fund will provide additional copies of its financials as soon
              as available to the Company and at least one complete copy of all
              registration statements, prospectuses, statements of additional
              information, annual and semi-annual reports, proxy statements and
              all amendments or supplements to any of the above that relate to
              the Fund promptly after the filing of such document with the SEC
              or other regulatory authorities. At the Adviser's request, the
              Company will provide to the Adviser at least one complete copy of
              all registration statements, prospectuses, statements of
              additional information, annual and semi-annual reports, proxy
              statements, and all amendments or supplements to any of the above
              that relate to the Account promptly after the filing of such
              document with the SEC or other regulatory authority.

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<PAGE>


       (c)    The Fund or the Adviser will provide via Excel spreadsheet
              diskette format or in electronic transmission to the Company at
              least quarterly portfolio information necessary to update Fund
              profiles with seven business days following the end of each
              quarter.

       (d)    The Fund will reimburse the Company for any incorrect information
              provided to the Company under this Section as provided for in
              Schedule C.

8.     PROXY VOTING.
       ------------

       (a)    The Company shall provide pass-through voting privileges on Fund
              shares held by registered separate accounts to all Contract owners
              and participants to the extent the SEC continues to interpret the
              1940 Act as requiring such privileges. The Company shall provide
              pass-through voting privileges on Fund shares held by unregistered
              separate accounts to all Contract owners.

       (b)    The Company will distribute to Contract owners and participants,
              as appropriate, all proxy material furnished by the Fund and will
              vote Fund shares in accordance with instructions received from
              such Contract owners and participants. If and to the extent
              required by law, the Company, with respect to each group Contract
              and in each Account, shall vote Fund shares for which no
              instructions have been received in the same proportion as shares
              for which such instructions have been received. The Company and
              its agents shall not oppose or interfere with the solicitation of
              proxies for Fund shares held for such Contract owners and
              participants.

9.     INDEMNIFICATION.
       ---------------

       (a)    The Company agrees to indemnify and hold harmless the Fund and the
              Adviser, and its directors, officers, employees, agents and each
              person, if any, who controls the Fund or its Adviser within the
              meaning of the Securities Act of 1933 (the "1933 Act") against any
              losses, claims, damages or liabilities to which the Fund or any
              such director, officer, employee, agent, or controlling person may
              become subject, under the 1933 Act or otherwise, insofar as such
              losses, claims, damages, or

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              liabilities (or actions in respect thereof) arise out of
              or are based upon any untrue statement or alleged untrue
              statement of any material fact contained in the Registration
              Statement, prospectus or sales literature of the Company 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, or arise out of or as a result of conduct, statements
              or representations (other than statements or representations
              contained in the prospectuses or sales literature of the Fund) of
              the Company or its agents, with respect to the sale and
              distribution of Contracts for which Fund shares are the underlying
              investment. The Company will reimburse any legal or other expenses
              reasonably incurred by the Fund or any such director, officer,
              employee, agent, investment adviser, or controlling person in
              connection with investigating or defending any such loss, claim,
              damage, liability or action; PROVIDED, HOWEVER, that the Company
              will not be liable in any such case to the extent
              that any such loss, claim, damage or liability arises out of or is
              based upon (i) an untrue statement or omission or alleged omission
              made in such Registration Statement or prospectus in conformity
              with written materials furnished to the Company by the Fund
              specifically for use therein or (ii) the willful misfeasance, bad
              faith, or gross negligence by the Fund or Adviser in the
              performance of its duties or the Fund's or Adviser's reckless
              disregard of obligations or duties under this Agreement or to the
              Company, whichever is applicable. This indemnity agreement will be
              in addition to any liability which Company may otherwise have.

       (b)    The Fund and the Adviser agree to indemnify and hold harmless the
              Company and its directors, officers, employees, agents and each
              person, if any, who controls the Company within the meaning of the
              1933 Act against any losses, claims, damages or liabilities to
              which the Company or any such director, officer, employee, agent
              or controlling person may become subject, under the 1933 Act or
              otherwise, insofar as such losses, claims, damages or liabilities
              (or actions in respect thereof) arise out of or are based upon any
              untrue statement or alleged untrue statement of any material fact
              contained in the Registration Statement, prospectuses or sales
              literature of the Fund 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 material fact required to be
              stated therein or necessary to make the statements therein not
              misleading. The Fund will reimburse any legal or other expenses
              reasonably incurred by the Company or any such director, officer,
              employee, agent, or controlling


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<PAGE>

              person in connection with investigating or defending any
              such loss, claim, damage, liability or action; PROVIDED,
              HOWEVER, that the Fund will not be liable in any such case
              to the extent that any such loss, claim, damage or liability
              arises out of or is based upon an untrue statement or
              omission or alleged omission made in such Registration Statement
              or prospectuses which are in conformity with written materials
              furnished to the Fund by the Company specifically for use therein.

       (c)    Promptly after receipt by an indemnified party hereunder of notice
              of the commencement of action, such indemnified party will, if a
              claim in respect thereof is to be made against the indemnifying
              party hereunder, notify the indemnifying party of the commencement
              thereof; but the omission so to notify the indemnifying party will
              not relieve it from any liability which it may have to any
              indemnified party otherwise than under this Section 10. In case
              any such action is brought against any indemnified party, and it
              notifies the indemnifying party of the commencement thereof, the
              indemnifying party will be entitled to participate therein and, to
              the extent that it may wish to, assume the defense thereof, with
              counsel satisfactory to such indemnified party, and after notice
              from the indemnifying party to such indemnified party of its
              election to assume the defense thereof, the indemnifying party
              will not be liable to such indemnified party under this Section 9
              for any legal or other expenses subsequently incurred by such
              indemnified party in connection with the defense thereof other
              than reasonable costs of investigation.

10.    POTENTIAL CONFLICTS.
       -------------------

       (a)    The Company has received a copy of an application for exemptive
              relief, as amended, filed by the Fund on and with the SEC and the
              order issued by the SEC dated December 21, 1998 (File No.
              812-11196) in response thereto (the "Mixed and Shared Funding
              Exemptive Order"). The Company has reviewed the conditions to the
              requested relief set forth in such application for exemptive
              relief. As set forth in such application, the Board of Directors
              of Fund (the "Board") will monitor the Fund for the existence of
              any material irreconcilable conflict between the interests of the
              contractholders of all separate accounts ("Participating
              Companies") investing in the Fund. An irreconcilable material
              conflict may arise for a variety of reasons, including: (i) an
              action by any state insurance regulatory authority; (ii) a change
              in applicable federal or state insurance, tax, or securities laws
              or regulations, or a public ruling,


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<PAGE>

              private letter ruling, no-action or interpretative letter,
              or any similar actions by insurance, tax or securities
              regulatory authorities; (iii) an administrative or judicial
              decision in any relevant proceeding; (iv) the manner in
              which the investments of any portfolio are being
              managed; (v) a difference in voting instructions given by
              variable annuity contractholders and variable life insurance
              contractholders; or (vi) a decision by an insurer to disregard the
              voting instructions of contractholders. The Board shall promptly
              inform the Company if it determines that an irreconcilable
              material conflict exists and the implications thereof.

       (b)    The Company will report any potential or existing conflicts of
              which it is aware to the Board. The Company will assist the Board
              in carrying out its responsibilities under the Shared Funding
              Exemptive Order by providing the Board with all information
              reasonably necessary for the Board to consider any issues raised.
              This includes, but is not limited to, an obligation by the Company
              to inform the Board whenever contractholder voting instructions
              are disregarded.

       (c)    If a majority of the Board, or a majority of its disinterested
              Board members, determines that a material irreconcilable conflict
              exists with regard to contractholder investments in a Fund, the
              Board shall give prompt notice to all Participating Companies. If
              the Board determines that the Company is responsible for causing
              or creating said conflict, the Company shall at its sole cost and
              expense, and to the extent reasonably practicable (as determined
              by a majority of the disinterested Board members), take such
              action as is necessary to remedy or eliminate the irreconcilable
              material conflict. Such necessary action may include but shall not
              be limited to:

              (i) withdrawing the assets allocable to the Account from the Fund
                  and reinvesting such assets in a different investment medium
                  or submitting the question of whether such segregation should
                  be implemented to a vote of all affected contractholders and
                  as appropriate, segregating the assets of any appropriate
                  group (i.e., annuity contract owners, life insurance contract
                  owners, or variable contract owners of one or more
                  Participating Companies) that votes in favor of such
                  segregation, or offering to the affected contractholders the
                  option of making such a change; and/or


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<PAGE>

              (ii) establishing a new registered management investment company
                   or managed separate account.

       (d)    If a material irreconcilable conflict arises as a result of a
              decision by the Company to disregard its contractholder voting
              instructions and said decision represents a minority position or
              would preclude a majority vote by all of its contractholders
              having an interest in the Fund, the Company at its sole cost, may
              be required, at the Board's election, to withdraw an Account's
              investment in the Fund and terminate this Agreement; provided,
              however, that such withdrawal and termination shall be limited to
              the extent required by the foregoing material irreconcilable
              conflict as determined by a majority of the disinterested members
              of the Board.

       (e)    For the purpose of this Section 10, a majority of the
              disinterested Board members shall determine whether or not any
              proposed action adequately remedies any irreconcilable material
              conflict, but in no event will the Fund be required to establish a
              new funding medium for any Contract. The Company shall not be
              required by this Section 11 to establish a new funding medium for
              any Contract if an offer to do so has been declined by vote of a
              majority of the Contract owners or participants materially
              adversely affected by the irreconcilable material conflict.

11.    MISCELLANEOUS.
       -------------

       (a)    AMENDMENT AND WAIVER. Neither this Agreement, nor any provision
              hereof, may be amended, waived, discharged or terminated orally,
              but only by an instrument in writing signed by all parties hereto.

       (b)    NOTICES. All notices and other communications hereunder shall be
              given or made in writing and shall be delivered personally, or
              sent by telex, telecopier or registered or certified mail, postage
              prepaid, return receipt requested, or recognized overnight courier
              service to the party or parties to whom they are directed at the
              following addresses, or at such other addresses as may be
              designated by notice from such party to all other parties.

       To the Company:

                                    Golden American Life Insurance Company 1475
                                    Dunwoody Drive West Chester, PA 19380
                                    Attention: _____________________


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<PAGE>

       To the Fund:

                                    Portfolio Partners, Inc.
                                    151 Farmington Avenue
                                    Hartford, CT 06156
                                    Attn:  J. Neil McMurdie, Counsel

       Any notice, demand or other communication given in a manner prescribed in
       this subsection (b) shall be deemed to have been delivered on receipt.

       (c)    SUCCESSORS AND ASSIGNS. This agreement shall be binding upon and
              inure to the benefit of the parties hereto and their respective
              permitted successors and assigns.

       (d)    COUNTERPARTS. This Agreement may be executed in any number of
              counterparts, all of which taken together shall constitute one
              agreement, and any party hereto may execute this Agreement by
              signing any such counterpart.

       (e)    SEVERABILITY. In case any one or more of the provisions contained
              in this Agreement should be invalid, illegal or unenforceable in
              any respect, the validity, legality and enforceability of the
              remaining provisions contained herein shall not in any way be
              affected or impaired thereby.

       (f)    ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
              and understanding between the parties hereto and supersedes all
              prior agreement and understandings relating to the subject matter
              hereof.

       (g)    GOVERNING LAW. This Agreement shall be governed and interpreted in
              accordance with the laws of the State of Connecticut.

       (h)    It is understood by the parties that this Agreement is not an
              exclusive arrangement in any respect.

       (i)    The terms of this Agreement and the Schedules thereto will be held
              confidential by each party except to the extent that either party
              or its counsel may deem it necessary to disclose such terms.


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<PAGE>

12.    LIMITATION ON LIABILITY OF DIRECTORS, ETC.
       ------------------------------------------

       This agreement has been executed on behalf of the Fund by the undersigned
officer of the Fund in his or her capacity as an officer of the Fund. The
obligations of this agreement shall be binding upon the assets and property of
the Fund only and shall not be binding on any Director, officer or shareholder
of the Fund individually.

       IN WITNESS WHEREOF, the undersigned have executed this Agreement by their
duly authorized officers effective as of the ____ day of _________, _____.


GOLDEN AMERICAN LIFE INSURANCE COMPANY

       By:
          ----------------------------------------------------
       Name:
       Title:

PORTFOLIO PARTNERS, INC.

       By:
            --------------------------------
       Name:
       Title:

AETNA LIFE INSURANCE AND ANNUITY COMPANY


       By:
          -------------------------------------------
       Name:
       Title:



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<PAGE>


                                   SCHEDULE A

              (For any future separate accounts - See Section 1(a)











                                           14


<PAGE>

                                   SCHEDULE B

                (List of portfolios available--See Section 1(b))

          Portfolio Partners, Inc. MFS Capital Opportunities Portfolio









                                           15

<PAGE>




                                   SCHEDULE C

The following costs, expenses and reimbursements will be paid by the party
indicated:

1.     For purposes of Sections 2 and 7, the Fund or the Adviser shall be liable
       to the Company for any amount the Company is required to pay to Contract
       owners or participants due to (i) an incorrect calculation of a Fund's
       daily net asset value, dividend rate, or capital gain distribution rate
       or (ii) incorrect or late reporting of the daily net asset value, capital
       gain distribution rate of a Fund, upon written notification by the
       Company, with supporting data, to the Adviser. In addition, the Fund or
       the Adviser shall be liable to the Company for systems and out of pocket
       costs incurred by the Company in making a Contract owner's or a
       participant's account whole, if such costs or expenses are a result of
       the Fund's failure to provide timely or correct net asset values,
       dividend and capital gains or financial information and if such
       information is not corrected by 4pm EST of the next business day after
       releasing such incorrect information provided the incorrect NAV as well
       as the correct NAV for each day that the error occurred is provided. If a
       mistake is caused in supplying such information or confirmations, which
       results in a reconciliation with incorrect information, the amount
       required to make a Contract owner's or a Participant's account whole
       shall be borne by the party providing the incorrect information,
       regardless of when the error is corrected.

2.     For purposes of Section 3, the Fund or the Adviser shall pay for the cost
       of typesetting and printing periodic fund reports to existing
       shareholders, prospectuses, prospectus supplements, statements of
       additional information and other materials that are required by law to be
       sent to existing Contract owners or participants, as well as the cost of
       distributing such materials. The Company shall pay for the cost of
       prospectuses and statements of additional information and the
       distribution thereof for prospective Contract owners or participants.
       Each party shall be provided with such supporting data as may reasonably
       be requested for determining expenses under Section 3.

3.     The Fund shall pay all expenses in connection with the provision to the
       Company of a sufficient quantity of its proxy material under Section 3.
       The cost associated with proxy preparation, group authorization letters,
       programming for tabulation and necessary materials (including postage)
       will be paid by the Fund.


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<PAGE>

                                  NSCC EXHIBIT

PROCEDURES FOR PRICING AND ORDER/SETTLEMENT THROUGH NATIONAL SECURITIES CLEARING
CORPORATION'S MUTUAL FUND PROFILE SYSTEM AND MUTUAL FUND SETTLEMENT, ENTRY AND
REGISTRATION VERIFICATION SYSTEM

As provided in Section 2(e) of the Participation Agreement, the parties hereby
agree to provide pricing information, execute orders and wire payments for
purchases and redemptions of Fund shares through National Securities Clearing
Corporation ("NSCC") and its subsidiary systems as follows:

Distributor or the Funds will furnish to the Company or its affiliate through
NSCC's Mutual Fund Profile System ("MFPS") (1) the most current net asset value
information for each Fund, (2) a schedule of anticipated dividend and
distribution payment dates for each Fund, which is subject to change without
prior notice, ordinary income and capital gain dividend rates on the Fund's
ex-date, and (4) 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 the Company or its affiliate by 6:30 p.m. Eastern Time on each
business day that the Fund is open for business (each a "Business Day") or at
such other time as that information becomes available. Changes in pricing
information will be communicated to both NSCC and the Company or its affiliate.

Upon receipt of Fund purchase, exchange and redemption instructions for
acceptance as of the time at which a Fund's net asset value is calculated as
specified in such Fund's prospectus ("Close of Trading") on each Business Day
("Instructions"), and upon its determination that there are good funds with
respect to Instructions involving the purchase of Shares, the Company or its
affiliate will calculate the net purchase or redemption order for each Fund.
Orders for net purchases or net redemptions derived from Instructions received
by the Company or its affiliate prior to the Close of Trading on any given
Business Day will be sent to the Defined Contribution Interface of NSCC's Mutual
Fund Settlement, Entry and Registration Verification System ("Fund/SERV") by
5:00 a.m. Eastern Time on the next Business Day. Subject to the Company's or its
affiliate's compliance with the foregoing, the Company or its affiliate will be
considered the agent of the Distributor and the Funds, and the Business Day on
which Instructions are received by the Company or its affiliate in proper form
prior to the Close of Trading will be the date as of which shares of the Funds
are deemed purchased, exchanged or redeemed pursuant to such Instructions.
Instructions received in proper form by the Company or its affiliate after the
Close of Trading on any given Business Day will be treated as if received on the
next following Business Day. Dividends and capital gains distributions will be
automatically reinvested at net asset value in accordance with the Fund's then
current prospectuses.


                                           17

<PAGE>

The Company or its affiliate will wire payment for net purchase orders by the
Fund's NSCC Firm Number, in immediately available funds, to an NSCC settling
bank account designated by the Company or its affiliate no later than 5:00 p.m.
Eastern time 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.

NSCC will wire payment for net redemption orders by Fund, in immediately
available funds, to an NSCC settling bank account designated by the Company or
its affiliate, by 5:00 p.m. Eastern Time on the Business Day such redemption
orders are communicated to NSCC, except as provided in a Fund's prospectus and
statement of additional information.

With respect to (c) or (d) above, if Distributor does not send a confirmation of
the Company's or its affiliate's purchase or redemption order to NSCC by the
applicable deadline to be included in that Business Day's payment cycle, payment
for such purchases or redemptions will be made the following Business Day. If on
any day the Company or its affiliate or Distributor is unable to meet the NSCC
deadline for the transmission of purchase or redemption orders, it may at its
option transmit such orders and make such payments for purchases and redemptions
directly to Distributor or to the Company or its affiliate, as applicable, as is
otherwise provided in the Agreement.

These procedures are subject to any additional terms in each Fund's prospectus
and the requirements of applicable law. The Funds reserve the right, at their
discretion and without notice, to suspend the sale of shares or withdraw the
sale of shares of any Fund.

2. The Company or its affiliate, Distributor and clearing agents (if applicable)
are each required to have entered into membership agreements with NSCC and met
all requirements to participate in the MFPS and Fund/SERV systems before these
procedures may be utilized. Each party will be bound by the terms of their
membership agreement with NSCC and will perform any and all duties, functions,
procedures and responsibilities assigned to it and as otherwise established by
NSCC applicable to the MFPS and Fund/SERV system and the Networking Matrix Level
utilized.

3. Except as modified hereby, all other terms and conditions of the Agreement
shall remain in full force and effect. Unless otherwise indicated herein, the
terms defined in the Agreement shall have the same meaning as in this Exhibit.








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