INVESTMENT MANAGEMENT AND SERVICES AGREEMENT BETWEEN RIVERSOURCE LIFE INSURANCE COMPANY AND RIVERSOURCE INVESTMENTS, LLC

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                INVESTMENT MANAGEMENT AND SERVICES AGREEMENT
                                   BETWEEN
                     RIVERSOURCE LIFE INSURANCE COMPANY
                                     AND
                        RIVERSOURCE INVESTMENTS, LLC

This Investment Management and Services Agreement (the "Agreement") by and
between RiverSource Life Insurance Company (the "Company") and RiverSource
Investments, LLC (the "Investment Manager") is effective the 1st day of
January 2007.

Whereas the Company is a life insurance companies domiciled in the state of
Minnesota (the "Relevant State"); and

Whereas the Company owns assets that it wishes to invest in securities
permitted for domestic life insurance companies under the laws of the
Relevant State; and

Whereas, the Company wishes the Investment Manager to provide investment
management and asset-liability management services for its investments; and

Whereas the Investment Manager is a Minnesota limited liability company that
has extensive experience in and an established infrastructure for the kind
of investment management and asset-liability management services
contemplated for the Company; and

Whereas, the Investment Manager or an affiliate has historically provided
investment management and asset-liability management services for the
Company and the Company wishes to continue to obtain such services under
this Agreement.

NOW THEREFORE; it is mutually agreed:

1. OWNERSHIP OF INVESTMENTS. The investments managed by the Investment
Manager under this Agreement shall be those securities held in one or more
accounts identified from time to time by the Company and agreed upon by the
Investment Manager (collectively, the "Account"), which is identified in
Exhibit A annexed to and made a part of this Agreement. The term
"Investments" as used herein shall refer to the securities held in the
Account as well as any investments that the Investment Manager shall
determine should be entered into on behalf of the Company including but not
limited to equities of all types and kinds, bonds, debentures, notes, bank
deposits, banker's acceptances, repurchase agreements, mutual fund shares,
money market instruments, real property, mortgage loans, derivatives and
leveraged loans. It is agreed that at all times the Company's Investments
are owned by the Company.

2. INVESTMENT MANAGEMENT. Subject to the oversight of the Board of Directors
of the Company and the Investment Committee thereunder, the Investment
Manager shall manage the Investments of the Company, including the purchase,
retention and disposition thereof, in accordance with the Investment
Guidelines (as hereinafter defined) of the Company, a copy of which is
annexed as Exhibit B.

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a.     In connection therewith, the Investment Manager shall:

(i)    provide continuous, discretionary investment management services for the
Investments;

(ii)   determine from time to time what Investments will be purchased,
retained, or sold and what portion, if any, of the assets will be invested
or held uninvested as cash, in accordance with the directions of the Board
or the Investment Committee; and

(iii) act as agent and attorney-in-fact to act on behalf of the Account with
respect to purchases, sales, exchanges, conversions and other transactions
in the Investments.

b.     In the performance of its duties and obligations under this Agreement,
the Investment Manager shall act in conformity with the Investment
Guidelines of the Company and under the oversight of the Investment
Committee and the Company's Board of Directors, and consistent with
applicable laws and regulations, as furnished in accordance with Section 5
below, and such other information furnished to it by the Company as
described under Section 5 below.

c.     The Investment Manager shall be responsible for and shall vote proxies
from the issuers of any Investments in the Account in a manner consistent
with the proxy voting policies of the Investment Manager in effect from time
to time. The Investment Manager shall not be responsible for any other
corporate actions relating to the Account, including administrative filings
such as proofs of claims or claims in class actions. However, the Investment
Manager will assist the Company with respect to these matters by providing
historical transaction information as reasonably requested by the custodian
or the Company.

d.     The Investment Manager shall provide the Company, any of the Company's
agents and employees and the Investment Committee with reasonable access to
information regarding its internal operating procedures and guidelines, as
they pertain to the Investments held by the Company.

e.     The Investment Manager shall provide the Company with further assistance
reasonably related to the foregoing services in a prompt and responsive
manner.

f.     The parties further agree that the Investment Manager shall have no
responsibility with respect to assets credited to the Account, or held
outside the Account, to the extent the Company or the Investment Committee
has provided directions for the acquisition, holding or disposition of those
assets, or with respect to assets over which the Investment Manager has no
authority or control.

g.     The Investment Manager shall attend periodic meetings with the Investment
Committee in person or by telephone, as reasonably requested and provide
such information or reports at such times and in such manner as the Company
may reasonably request.

h.     The Investment Manager shall perform its duties and obligation hereunder
through its officers, directors, partners and employees. In rendering the
services contemplated by this Agreement, the Investment Manager may utilize
the services of an affiliate or enter into

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agreements with unaffiliated third parties pursuant to which the third parties
may assist it in performing any of the services set forth in this Agreement;
provided, however, that the Investment Manager shall obtain prior written
approval of the Company prior to engaging any unaffiliated third party to
provide the core investment management or asset-liability management services
contemplated under this Agreement. The Company acknowledges and agrees that
the Investment Manager may retain one or more third-party pricing services and
one or more proxy voting agents to assist in the execution of proxy votes.

3.     ASSET-LIABILITY MANAGEMENT. During the term of this Agreement, the
Investment Manager shall provide asset-liability services with respect to
the Investments designed to assist the Company in managing the relationship
between its assets and liabilities. In connection therewith, the Investment
Manager shall:

a.     measure, monitor and recommend strategies to manage interest-rate risk
through strategies that fit within the Company's overall objectives
described in the Investment Guidelines (defined below); and

b.     prepare and deliver such asset/liability reports, and responses to other
reasonable requests for specific recommendations and input, as the Company
or the Investment Committee may reasonably request from time to time.

4.     OTHER SERVICES.

      (a) For the avoidance of doubt the Investment Manager shall have no
responsibility under this Agreement for matters which are not described herein
("Additional Services").

      (b) Where the Company requests the Investment Manager to perform any
Additional Services, it shall be for both parties to agree the extent and the
terms upon which such Additional Services are to be provided pursuant to a
separate written Agreement between the parties.

5.     INFORMATION FURNISHED TO THE INVESTMENT MANAGER. Consistent with the
provisions of Section 1 hereof, the Company shall make available to the
Investment Manager such information as to the Company's Investments,
investment portfolio requirements, quantitative requirements, liability and
such other information as will reasonably enable the Investment Manager to
furnish the services under this Agreement including, but not necessarily
limited to, a statement of the requirements, if any, imposed by law upon the
type, distribution and quality of the Investments (or by other law
applicable to the Company's business with respect to the Investments) and
such investment policies, objectives and guidelines as the Company shall
state (collectively, the "Investment Guidelines"), which may be amended from
time to time by the Company. To the extent the Company provides the
Investment Manager with its overall investment policy or other governing
documents, the Investment Manager shall be responsible for, and shall
construe as "Investment Guidelines," only the portion of the investment
policy relating to Investment Manager's activities with respect to the
Account. The Company shall communicate any changes in the Investment
Guidelines to the Investment Manager in writing at least ten (10) business
days before the date on which they shall become effective. The Company
agrees to give the

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Investment Manager prompt written notice if the Company believes any Account
recommendations, advice or Investments are in violation of the Investment
Guidelines.

For purposes of this Section 5, the requirements imposed by law upon the
type, distribution and quality of the Investments, or by other law
applicable to the Company's business with respect to the Investments, shall
include the law of the Relevant State applicable to life insurance companies
domiciled within the Relevant States. These requirements shall include not
only the requirements of the Relevant States' Insurance Law, but also the
requirements of all Regulations, Circular Letters and Administrative
Guidelines of the Relevant State's Insurance Departments relating to the
investment of funds for the Company.

The Company will furnish to the Investment Manager any other information
that the Investment Manager may reasonably request with respect to the
services performed or to be performed by the Investment Manager under this
Agreement.

The Investment Manager shall at all times use its best efforts to comply
with the Investment Guidelines and the instructions of persons designated by
the Company. In determining the requirements and limitations of any laws
governing the investments managed under this Agreement, the Investment
Manager may rely on an interpretation of such laws by counsel to the
Company.

6.     RECORDS. The Investment Manager will maintain all records, memoranda,
instructions or authorizations which the Company has described in reasonable
detail to the Investment Manager as required by law, or for tax purposes,
and relating to the acquisition or disposition of Investments by the
Investment Manager for the Company. Such records, memoranda, instructions
and authorizations shall be the property of the Company. To the extent
practicable, the Investment Manager will make available to the Company, at
its administrative offices, copies or originals of such records, memoranda,
instructions or authorizations upon reasonable request and, as necessary, to
comply with its obligations hereunder. In addition, all such records,
memoranda, instructions or authorizations shall be available to the Company
for audit and inspection during the Investment Manager's regular business
hours at the Investment Manager's place of business. All such records,
memoranda, instructions or authorizations shall also be made available to
any regulatory authorities with supervision over the Company, upon request.
If this Agreement is terminated, then to the extent practicable, the
Investment Manager will turn over all such records, memoranda, instructions
and authorizations to the Company upon reasonable request, but shall be
permitted to make copies of them before turning them over to the Company and
shall be permitted to retain such copies.

7.     BROKERAGE. The Investment Manager is authorized to use its discretion to
select the brokers or dealers that will execute transactions in Investments
for the Account and the Investment Manager will use its best efforts to
obtain the best available price and most favorable execution, consistent
with this Agreement. The Investment Manager may effect individual
transactions in Investments at commission rates in excess of the minimum
commission rates available, to the extent authorized by law, if the
Investment Manager determines in good faith that such amount of commission
was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular

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transaction or the Investment Manager's overall responsibilities
with respect to the Investments. The Company understands that the Company
may not receive best execution in any individual transaction.

The Company may give the Investment Manager reasonable written requests
directing brokerage to certain broker-dealers. To the extent the Company
wishes to establish a directed brokerage arrangement, the Company shall send
a written instruction to the Investment Manager naming the broker-dealer and
describing the nature of the brokerage direction or the directed commission
arrangement. Any such directed brokerage arrangement shall be subject to the
Investment Manager's prior approval. The Investment Manager shall not be
responsible for any loss caused by any act or omission of any broker-dealer;
provided, however, that with respect to any broker-dealer that has been
selected by the Investment Manager, the Investment Manager has acted
prudently in such selection.

8.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

a.     The Company represents and warrants that:

      (i)    It is duly authorised to retain the Investment Manager and to
      exercise its powers and obligations under this Agreement; and

      (ii)   It complies with all applicable laws, regulations and codes of
      conduct to which it is subject in carrying out its obligations under
      this Agreement.

      (iii) Each person identified by the Company as authorized and
      empowered to provide instructions related to this Agreement on behalf
      of the Company has been duly authorized by the Company to do so.

      (iv)   The Company is and will continue to be the owner of all assets in
      the Account, and will inform the Investment Manager if there are any
      restrictions on transfer of any Investments.

      (vi)   The Company is establishing and will be maintaining the Account
      solely for the purpose of investing the Investments and not with a
      view to obtaining information regarding portfolio holdings or
      investment decisions in order to effect securities transactions based
      upon such information or to provide such information to another party.
      The Company and its authorized persons shall not use Account holdings
      information for any of the foregoing purposes.

b.     The Investment Manager shall be entitled to rely on the foregoing as
continuing representations and warranties by the Company until such time as
the Company notifies the Investment Manager in writing to the contrary.

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9.     REPRESENTATIONS AND WARRANTIES OF THE INVESTMENT MANAGER.

a.     The Investment Manager represents and warrants that:

      (i)    It is duly organized and validly existing under the laws of its
      place of organization

      (ii)   It is registered with the U.S. Securities and Exchange Commission
      as an investment adviser and is duly authorized to carry out its
      investment management business and to exercise its powers and
      obligations under this Agreement;

      (iii) It shall notify the Company if its authorization to act as an
      investment adviser is materially altered, revoked or suspended; and

      (iv)   It complies with all applicable laws, regulations and codes of
      conduct to which it is subject in carrying out its obligations under
      this Agreement.

b.     The Company shall be entitled to rely on the foregoing as continuing
representations and warranties by the Investment Manager until such time as
the Investment Manager notifies the Company in writing to the contrary.

10.    LIMITATION OF LIABILITY. In furnishing the Company with services as
provided herein, the Investment Manager (including any officer, director or
agent) shall exercise its best judgment and shall not be held liable to the
Company, its creditors or the holders of its securities or deposits for
errors of judgment or for any loss except a loss resulting from the willful
misfeasance, bad faith or negligence in the performance of its duties, or
reckless disregard of its obligations and duties under the terms of this
Agreement. The U.S. federal securities laws impose liabilities under certain
circumstances on persons who act in good faith, and therefore nothing herein
shall in any way constitute a waiver or limitation of any rights which the
Company may have under any U.S. federal securities laws. It is further
understood and agreed that the Investment Manager may rely upon information
furnished to it by the Company that it reasonably believes to be accurate
and reliable. The Company understands and acknowledges that the Investment
Manager does not warrant any rate of return, market value or performance of
any Investments in the Account.

11.    INDEMNIFICATION.

a.     The Investment Manager shall indemnify the Company against any and all
      loss, liability, claim, damage or expense (including reasonable
      attorney's fees) whatsoever suffered or incurred by the Company in
      connection with or arising out of the Investment Manager's material
      breach of any of the terms of this Agreement or law applicable to it,
      except to the extent such loss, liability, claim damage or expense was
      a direct result of the negligence, bad faith, or willful misconduct of
      the Company or any of its employees, agents, affiliates or other
      entities acting on its behalf. This indemnity shall remain in full
      force and effect regardless of any termination of this Agreement.

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b.     The Company shall indemnify the Investment Manager against any and all
      loss, liability, claim, damage or expense (including reasonable
      attorney's fees) whatsoever suffered or incurred by the Investment
      Manager in connection with or arising out of the Company's material
      breach of any of the terms of this Agreement or law applicable to it,
      except to the extent such loss, liability, claim damage or expense was
      a direct result of the negligence, bad faith, or willful misconduct of
      the Investment Manager or any of its employees, agents, affiliates or
      other entities acting on its behalf. This indemnity shall remain in
      full force and effect regardless of any termination of this Agreement.

c.     The following indemnification procedures shall apply to the extent
      indemnification is sought pursuant to Section 11 a. or b. above.

      (i)    The party seeking indemnification (the "Indemnified Party") shall
      promptly notify the party from whom indemnification is sought (the
      "Indemnifying Party") after becoming aware of, and shall promptly
      provide to the Indemnifying Party all information and documentation
      necessary to support and verify, any damages that the Indemnified
      Party shall have determined have given or could give rise to an action
      for indemnification hereunder. The Indemnifying Party shall be given
      access to all books, records and information in the possession or
      under the control of the Indemnified Party which the Indemnifying
      Party reasonably determines to be related to such action.

      (ii)   Any claim arising from, or which is the subject of, any action
      shall be paid after such action and the liability for damages
      thereunder have been finally determined. An action and the liability
      for damages thereunder shall be deemed to be "finally determined" when
      the parties to such action have so determined by mutual agreement or,
      if disputed, when a final non-appealable order of a court or
      arbitrator having competent jurisdiction has been entered.

      (iii) In any pending or threatened claim, action, suit or proceeding
      in which indemnification may be sought, including without limitation
      any third party actions, the Indemnified Party shall not, without the
      prior written consent of the Indemnifying Party, settle, compromise or
      consent to the entry of any judgment.

      (iv)   Promptly after receipt by the Indemnified Party of notice of the
      commencement of any action to which the Indemnifying Party is not a
      party, the Indemnified Party shall, if a claim for the indemnification
      for such action may be made against the Indemnifying Party, notify the
      Indemnifying Party in writing of its commencement. Any failure or
      delay in so notifying the Indemnifying Party shall not relieve the
      Indemnifying Party of its obligations to indemnify pursuant to the
      terms and provisions of this Agreement, except to the extent that the
      Indemnifying Party is materially prejudiced thereby.

      (v)    The Indemnifying Party shall be entitled to assume the defense of
      any such action with counsel satisfactory to the Indemnified Party;
      provided, however, that upon the request of the Indemnified Party, the
      Indemnifying Party shall provide reasonable evidence of its ability to
      perform its obligations hereunder.

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      (vi)   After notice from the Indemnifying Party to the Indemnified Party
      of its election to assume the defense thereof, the Indemnifying Party,
      at its sole cost, shall have the right to conduct and have control
      over the negotiations, settlement, defense, payment, or other
      proceedings and dispositions of such action.

      (vii) After notice from the Indemnifying Party to the Indemnified
      Party of its election to assume the defense thereof, the Indemnifying
      Party shall not be liable to the Indemnified Party under the foregoing
      indemnification provisions for any legal or other expenses
      subsequently incurred by the Indemnified Party in connection with the
      defense thereof other than (1) those relating to the investigation of
      such action or the furnishing of documents or witnesses in connection
      with such action and (2) all reasonable fees and expenses of separate
      counsel retained by the Indemnified Party if (i) the Indemnifying
      Party shall have agreed to the retention of such counsel or (ii) the
      Indemnifying Party and the Indemnified Party, on the advice of their
      respective counsel, shall have concluded that the representation of
      them by the same counsel would be inappropriate due to their actual or
      potential differing interests in the conduct of the defense of such
      action.

      (viii) In any action or proceeding the defense of which the
      Indemnifying Party assumes, the Indemnified Party shall have the right
      to participate and retain counsel at its own expense.

12.    COMPENSATION TO THE INVESTMENT MANAGER. The Company agrees to reimburse
Investment Manager at cost for services provided by Investment Manager
pursuant to this Agreement. The charge to the Company for such services
shall include all direct and indirectly allocable expenses. The methods for
allocating expenses to the Company shall be in accordance with the
requirements of the insurance holding company system laws of the Relevant
State. Such methods shall be modified and adjusted by mutual agreement where
necessary or appropriate to reflect fairly and equitably the actual
incidence of expense incurred by the Investment Manager on behalf of the
Company. The method of allocating costs hereunder and the payment thereof
shall be determined in the following manner:

a.     The cost of services performed by the Investment Manager that are
      identifiable as expenses incurred directly and exclusively for the
      benefit of the Company shall be charged to the Company. In addition,
      the Company shall be responsible for any and all custodial fees,
      brokerage commissions, transfer taxes, and for all other reasonable
      out-of-pocket expenses incurred in connection with the services
      provided under this Agreement

b.     The cost of services performed by the Investment Manager that are not
      identifiable as expenses incurred directly and exclusively for the
      benefit of the Company shall be allocated and charged to the Company
      in conformity with customary insurance accounting practices.

c.     For services rendered under this Agreement, payment shall be made by
      the Company to the Investment Manager on a monthly basis within thirty
      (30) days of invoice or other notice. The parties agree that during
      the course of any given month the Company may make reasonable
      estimated payments for part or all of the monthly cost in which case
      such payment shall be offset against the actual amount otherwise due
      at the end of the

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      month under this Agreement. The parties also agree that, at the option
      of the Company, the Company may reimburse Investment Manager based
      upon Investment Manager's good faith estimate of the monthly costs for
      some or all of the services provided hereunder, in which case there
      shall be a final adjustment made within thirty (30) days after
      completion of Investment Manager's cost analysis performed at least
      annually.

For purposes of allocating costs under this Agreement, the Company and
Investment Manager shall rely on their internal accounting and allocation
system then in effect, that system currently being the Management Accounting
and Reporting System ("MARS"), which utilizes a product factor methodology
for certain services and rate-volume formulas for other services, in order
to ensure fair and reasonable allocations of income and expenses among
affiliated entities.

13.    ASSIGNMENT. No assignment, as defined by Section 202 of the Investment
Advisers Act of 1940 (the "Advisers Act"), of this Agreement by the
Investment Manager shall be effective without the consent of the Company.

14.    TRANSACTIONS FOR THE INVESTMENT MANAGER AND OTHER ACCOUNTS. The Company
recognizes that the Investment Manager and its affiliates provide and may
continue to provide asset management, research, brokerage, investment
advisory and other services to other institutions and other persons, or for
their own account or the accounts of other affiliates, which may or may not
have investment policies and investments similar to those of the Company.
The Investment Manager shall be free to provide such investment advice and
other services and the Company hereby consents thereto. The Company
recognizes that the Investment Manager and its affiliates may give advice
and take action in the performance of duties to other clients that may
differ from the advice given, or the timing and nature of action taken, with
respect to the Account, and that the Investment Manager and its affiliates
may trade and have positions in investments of issuers and that the Company
may own equivalent or related Investments in such issuers, and where action
may or may not be taken or recommended for the Account. Nothing in this
Agreement shall be deemed to impose upon the Investment Manager or its
affiliates any obligation to purchase or sell, or recommend for purchase or
sale for the Account or with regard to derivatives, any security or any
other property which the Investment Manager or its affiliates may purchase,
sell or hold for their own accounts or the account of any other client.

By reason of their various activities, the Investment Manager and its
affiliates may from time to time acquire information about various
corporations and their securities. The Company recognizes that the
Investment Manager may not always be free to divulge such information, or to
act upon it.

15.    RECEIPT BY THE COMPANY OF DISCLOSURE DOCUMENT. By appointing the
Adviser, the Company acknowledges that the Company has received a copy of
Part II of the Investment Manager's Form ADV or other brochure meeting the
requirements of Rule 204-3 under the Advisers Act ("Investment Manager
Disclosure Brochure"). If the Company did not receive the Investment Manager
Disclosure Brochure at least 48 hours prior to appointing the Investment
Manager, the Company may terminate the authority granted to the Investment
Manager pursuant to this Agreement without penalty within five (5) business
days of appointing the Investment Manager.

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16.    INDEPENDENT CONTRACTOR. The Investment Manager shall be deemed to be an
independent contractor and, except as expressly provided or authorized in
this Agreement, shall have no authority to act for or represent the Company.
The Company shall always retain the ultimate authority to make investment
decisions and decisions about other services on its own behalf. Investments
made or held for the Account, or otherwise, under this Agreement shall at
all times be within the control of the Board of Directors of the Company.

17.    ERISA. The Company represents and warrants that none of the Company's
assets managed or permitted to be managed under this Agreement is subject to
the Employee Retirement Income Security Act of 1974 ("ERISA"). The Company
further represents and warrants that, if any of such assets ever becomes
subject to ERISA, the Company will immediately so notify the Investment
Manager.

18.    CONFIDENTIALITY. All information and advice furnished by the Investment
Manager to the Company under this Agreement shall be confidential and shall
not be disclosed to third parties, except as required by law. All
information furnished by the Company to the Investment Manager under this
Agreement shall be confidential and shall not be disclosed to any
unaffiliated third party, except as permitted or required by law, where it
is necessary to effect transactions or provide other services to the
Company, or where the Company requests or authorizes the Investment Manager
to do so.

The obligations under this Section 18 shall not apply to confidential
information to the extent such information (i) is or becomes published or
otherwise generally available to the public through no wrongful act of the
information recipient, (ii) is information which the information recipient
can show was properly in its possession prior to receipt from the
information owner, (iii) is or becomes available to the information
recipient from a source other than the information owner having no
obligation of nondisclosure with respect thereto, (iv) is information which
the information recipient can show was independently developed by the
information recipient, (v) is required by law to be disclosed, provided,
however, that the information recipient shall make reasonable efforts to
have confidential treatment accorded to the confidential information and, to
the extent permitted by law, shall make reasonable efforts to notify the
information owner as appropriate prior to disclosure thereof, or (vi) is
requested by any regulator, including any self-regulatory organization of
which the information recipient is a member, to be disclosed, provided,
however, that the information recipient will take reasonable steps to notify
the regulator of the confidential nature of the confidential information.

Notwithstanding anything in this Section 18 to the contrary, the Investment
Manager may share Confidential Information with its affiliates in accordance
with its privacy policies in effect from time to time.

19.    NOTICES. Any notice under this Agreement shall be given in writing,
addressed, and delivered, or mailed postpaid, to the party to this Agreement
entitled to receive such, at such party's principal place of business as set
out here:

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      INVESTMENT MANAGER:

      RiverSource Investments, LLC
      50189 Ameriprise Financial Center
      Minneapolis, Minnesota 55474

      Attn: Manager of Global Administration

      With a copy to:

      Ameriprise Financial, Inc.
      50605 Ameriprise Financial Center
      Minneapolis, Minnesota 55474

      Attn: Chief Legal Officer, RiverSource Investments, LLC

      COMPANY:

      RiverSource Life Insurance Company
      227 Ameriprise Financial Center
      Minneapolis, MN   55474
      Attn: President
      with a copy to General Counsel

      or to such other address as either party may designate in writing mailed
to the other.

20.    LAW GOVERNING THIS AGREEMENT. For purposes of contract interpretation,
this Agreement shall be governed by the laws of the State of Minnesota. As
set forth in Section 5 of this Agreement, the requirements imposed by law
upon the type, distribution and quality of the Investments, or by other law
applicable to the Company's business with respect to the Investments, shall
include the law of the Relevant State applicable to life insurance companies
domiciled within the Relevant State.

21.    TERMINATION. This Agreement shall continue and remain in effect for an
unlimited duration commencing on the date of this Agreement unless and until
terminated by either party as hereinafter provided. This Agreement may be
terminated be either the Company or Investment Manager at any given time by
giving the other party at least sixty days' previous written notice of such
intention to terminate.

22.    AMENDMENT OF THIS AGREEMENT. This Agreement may be amended only by an
instrument in writing signed by the parties hereto.

23.    ENTIRE AGREEMENT. This Agreement represents the entire agreement as to
its subject matter between the parties and supercedes any prior agreement
whether written or oral including but not limited to the "Investment
Management and Services Agreement" between the parties dated October 1,
2005. Nothing herein shall prevent any affiliate that has been appointed by
the

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Investment Manager to provide services under this Agreement from entering
into and/or retaining a separate agreement with the Investment Manager
and/or the Company where necessary to meet any requirements associated with
inter-company arrangements, provided, however, that the terms of any such
separate agreement shall not be in conflict with the terms of this
Agreement.

24.    COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each executed counterpart constituting an original but all
together only one Agreement.

25.    USE OF NAME. Company agrees that the Investment Manager may identify
Company by name in Investment Manager's current client list. Such list may
be used with third parties.

26.    ARBITRATION.

(A)    COMPANY UNDERSTANDS AND AGREES THAT:

            I)     ARBITRATION IS FINAL AND BINDING ON THE PARTIES;

            II)    THE PARTIES WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT,
INCLUDING THE RIGHT TO JURY TRIAL;

            III)   PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN,
AND DIFFERENT FROM, COURT PROCEEDINGS;

            IV)    THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL
FINDINGS OR LEGAL REASONING, AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK
MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED; AND

            V)     THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.

      (B)    ANY CONTROVERSY ARISING OUT OF, OR RELATING TO THE ACCOUNT, TO
TRANSACTIONS WITH THE INVESTMENT MANAGER OR ITS RESPECTIVE AGENTS AND/OR
EMPLOYEES, OR TO THIS AGREEMENT OR THE BREACH THEREOF, SHALL BE SETTLED BY
ARBITRATION AND CONDUCTED PURSUANT TO THE FEDERAL ARBITRATION ACT BEFORE THE
AMERICAN ARBITRATION ASSOCIATION OR THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS INC., THE CHICAGO STOCK EXCHANGE INC., THE NEW YORK STOCK EXCHANGE,
THE AMERICAN STOCK EXCHANGE TO THE EXTENT THE INVESTMENT MANAGER MAY BE A
MEMBER OF SUCH EXCHANGE, THE MUNICIPAL SECURITIES RULEMAKING BOARD OR THE
INDEPENDENT NON-INDUSTRY ARBITRATION FORUM AS COMPANY MAY ELECT. IF COMPANY
DOES NOT MAKE SUCH ELECTION BY REGISTERED MAIL ADDRESSED TO THE INVESTMENT
MANAGER AT THE INVESTMENT MANAGER'S MAIN OFFICE WITHIN 10 DAYS AFTER DEMAND
BY THE INVESTMENT MANAGER THAT COMPANY MAKE SUCH ELECTION, THE INVESTMENT
MANAGER MAY MAKE SUCH ELECTION. JUDGMENT UPON ANY AWARD RENDERED BY THE
ARBITRATORS MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.

       (C)    NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO
ARBITRATION, NOR

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SEEK TO ENFORCE ANY PREDISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO
HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; OR WHO IS A MEMBER OF A
PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS
ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (I) THE CLASS CERTIFICATION
IS DENIED; (II) THE CLASS IS DECERTIFIED; OR (III) THE COMPANY IS EXCLUDED
FROM THE CLASS BY THE COURT.

      (D)    SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT
CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT
STATED HEREIN.

27.    MISCELLANEOUS.

(a)    Severability. If any term of this Agreement is found to be invalid or
unenforceable, all other provisions will remain in force. The failure of the
Investment Manager to insist on strict compliance with this Agreement is not
considered a waiver of the Investment Manager's rights under this Agreement.

(b)    Headings. All section and paragraph headings are for convenience of
reference only and do not form part of this Agreement.

(c)    Force Majeure. No party to this Agreement will be responsible for
nonperformance resulting from acts beyond the reasonable control of such
party, provided that such party uses commercially reasonable efforts to
avoid or remove such causes of nonperformance and continues performance
under this Agreement with reasonable dispatch as soon as such causes are
removed.

28.    AUTHORIZED PERSONS. The Investment Manager may rely upon, or act in
accordance with, instructions or information furnished to it that it
reasonably believes to be accurate or reliable. Such information or
instructions may be provided from directors, officers or employees of the
Company, the Investment Committee, or any committee that has been
established by the Company's parent company to provide guidance, strategy or
parameters for the investment of the Company's assets in accordance with the
Company's investment policy (e.g., Balance Sheet Management Committee or
Asset-Liability Committee).

29.    CUSTODY. The Investment Manager shall not act as custodian for the
Account and shall not take possession of any Investments. The Company shall
maintain or establish, in the Company's name, an account with a
broker-dealer, bank or trust company in which the Company shall maintain or
deposit the assets managed or permitted to be managed under this Agreement.
The broker/dealer, bank or trust company selected by the Company shall be
the custodian of the Investments. The custodian designated by the Company
may be an affiliate of the Investment Manager. The Company will cause the
custodian to take all necessary steps to settle purchases, sales and trades
made on behalf of the Account, including delivery of certif