Common use of EXEMPTIVE RELIEF Clause in Contracts

EXEMPTIVE RELIEF. 6.1 The parties acknowledge that Fund filed an application with the Commission requesting an order granting relief from various provisions of the Act and the rules thereunder to the extent necessary to permit Fund Shares to be sold to and held by variable annuity and variable life insurance separate accounts of Participating Companies and to Plans. It is anticipated that such exemptive order (the "Mixed and Shared Funding Exemptive Order"), when and if issued, shall require Fund and each Participating Company and Plan to comply with conditions and undertakings substantially as provided in this Article. If the Mixed and Shared Funding Exemptive Order imposes conditions materially different from those provided for in this Article, the conditions and undertakings imposed by the Mixed and Shared Funding Exemptive Order shall govern this Agreement and the parties hereto agree to amend this Agreement consistent with the Mixed and Shared Funding Exemptive Order. 6.2 The Fund's Board will monitor the Fund for the existence of any material irreconcilable conflict between and among the interests of the Contractholders of all Participating Companies and of Plan participants and Plans investing in the Fund, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling 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 Fund are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners; (f) a decision by a Participating Company to disregard the voting instructions of Contractholders and (g) if applicable, a decision by a Plan to disregard the voting instructions of Plan participants. 6.3 The Insurance Company will report any potential or existing conflicts to the Board. The Insurance Company will be responsible for assisting the Board in carrying out its duties and responsibilities under the Mixed and Shared Funding Exemptive Order by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the Insurance Company to inform the Board whenever it has determined to disregard Contractholder voting instructions. 6.4 If a majority of the Board, or a majority of its disinterested Board members, determines that a material irreconcilable conflict exists with regard to contract owner investments in the Fund, the Board shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board or its disinterested members determine that Insurance Company is a relevant Participating Company or Plan with respect to said conflict, Insurance 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: (a) withdrawing the assets allocable to some or all of the Separate Accounts from Fund or any portfolio thereof and reinvesting those assets in a different investment medium, which may include another portfolio of Fund, or another investment company; (b) submitting the question as to 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 variable annuity or variable life insurance 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 (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of the Insurance Company's decision to disregard Contractholder voting instructions, and that decision represents a minority position or would preclude a majority vote, the Insurance Company may be required, at the election of Fund to withdraw the affected Separate Account's investment in Fund, and terminate this Agreement, provided however, that such withdrawal or termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Board members. Any such withdrawal and termination must take place within six months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period Fund, the Distributor and the Adviser shall continue to accept and implement orders by the Insurance Company for the purchase and redemption of shares of the Fund. No charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Contractholders. For the purposes of this Article, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict but in no event will Fund or its investment adviser (or any other investment adviser of Fund) be required to establish a new funding medium for any Contract. Further, the Insurance Company shall not be required by this Article to establish a new funding medium for any Contracts if any offer to do so has been declined by a vote of a majority of Contractholders materially and adversely affected by the irreconcilable material conflict. 6.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to the Insurance Company. 6.6 No less than annually, the Insurance Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board. 6.7 If and to the extent Rule 6e-2 and Rule 6e-3(T) are amended, or if Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules thereunder with respect to mixed and shared funding on terms and conditions materially different from any exemptions granted in the Mixed and Shared Funding Exemptive Order, then Fund, and/or the Participating Companies, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and Rule 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such Rules are applicable.

EXEMPTIVE RELIEF. 6.1 The parties acknowledge that Fund filed an application with Insurance Company has reviewed a copy of (i) the amended order dated December 31, 1997 of the Securities and Exchange Commission requesting an order granting relief from various provisions under Section 6(c) of the Act with respect to Dreyfus Variable Investment Fund and Dreyfus Life and Annuity Index Fund, Inc.; and (ii) the rules thereunder order dated February 5, 1998 of the Securities and Exchange Commission under Section 6(c) of the Act with respect to The Dreyfus Socially Responsible Growth Fund, Inc. and Dreyfus Investment Portfolios, and, in particular, has reviewed the conditions to the extent necessary relief set forth in each related notice of application published by the Commission. As set forth therein, if Dreyfus Variable Investment Fund, Dreyfus Life and Annuity Index Fund, Inc., The Dreyfus Socially Responsible Growth Fund, Inc. or Dreyfus Investment Portfolios is a Participating Fund, Insurance Company agrees, as applicable, to permit Fund Shares report any potential or existing conflicts promptly to the respective Board of Dreyfus Investment Portfolios, and, in particular, whenever contract voting instructions are disregarded, and recognizes that it will be sold responsible for assisting each applicable Board in carrying out its responsibilities under such application. Insurance Company agrees to and held by variable annuity and carry out such responsibilities with a view to the interests of existing variable life insurance separate accounts of Participating Companies and to Plans. It is anticipated that such exemptive order (the "Mixed annuity contract owners and Shared Funding Exemptive Order"), when and if issued, shall require Fund and each Participating Company and Plan to comply with conditions and undertakings substantially as provided in this Article. If the Mixed and Shared Funding Exemptive Order imposes conditions materially different from those provided for in this Article, the conditions and undertakings imposed by the Mixed and Shared Funding Exemptive Order shall govern this Agreement and the parties hereto agree to amend this Agreement consistent with the Mixed and Shared Funding Exemptive Orderparticipants. 6.2 The Each Participating Fund's Board will monitor the Participating Fund for the existence of any material irreconcilable conflict between and among the interests of the Contractholders variable life and annuity contract owners and participants of all Participating Companies and of Plan participants and Plans separate accounts investing in the Fund and all other persons investing in the Participating Fund, and determine what action, if any, should be taken in response to such conflicts. An A material irreconcilable material conflict may arise for a variety of reasons, which may includeincluding: (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 ruling, no-action or interpretative letter, or any similar action by insurance, tax tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Participating Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; (f) a decision by a Participating Company an insurer to disregard the voting instructions of Contractholders and (g) if applicable, a decision by a Plan to disregard the voting instructions of Plan participants. 6.3 The Insurance Company will report any potential or existing conflicts to the Board. The Insurance Company will be responsible for assisting the Board in carrying out its duties and responsibilities under the Mixed and Shared Funding Exemptive Order by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the Insurance Company to inform the Board whenever it has determined to disregard Contractholder voting instructions. 6.4 If a majority of the Board, or a majority of its disinterested Board members, determines that a material irreconcilable conflict exists with regard to contract owner investments in the Fund, the Board shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board or its disinterested members determine that Insurance Company is a relevant Participating Company or Plan with respect to said conflict, Insurance 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: (a) withdrawing the assets allocable to some or all of the Separate Accounts from Fund or any portfolio thereof and reinvesting those assets in a different investment medium, which may include another portfolio of Fund, or another investment company; (b) submitting the question as to 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 variable annuity or variable life insurance 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 (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of the Insurance Company's decision to disregard Contractholder voting instructions, and that decision represents a minority position or would preclude a majority vote, the Insurance Company may be required, at the election of Fund to withdraw the affected Separate Account's investment in Fund, and terminate this Agreement, provided however, that such withdrawal or termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Board members. Any such withdrawal and termination must take place within six months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period Fund, the Distributor and the Adviser shall continue to accept and implement orders by the Insurance Company for the purchase and redemption of shares of the Fund. No charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Contractholders. For the purposes of this Article, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict but in no event will Fund or its investment adviser (or any other investment adviser of Fund) be required to establish a new funding medium for any Contract. Further, the Insurance Company shall not be required by this Article to establish a new funding medium for any Contracts if any offer to do so has been declined by a vote of a majority of Contractholders materially and adversely affected by the irreconcilable material conflict. 6.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to the Insurance Company. 6.6 No less than annually, the Insurance Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board. 6.7 If and to the extent Rule 6e-2 and Rule 6e-3(T) are amended, or if Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules thereunder with respect to mixed and shared funding on terms and conditions materially different from any exemptions granted in the Mixed and Shared Funding Exemptive Order, then Fund, and/or the Participating Companies, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and Rule 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such Rules are applicable.