Common use of MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS Clause in Contracts

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. A. The FUND's Board of Directors will monitor the FUND for the existence of any material irreconcilable conflict between and among the interests of the Contractholders of the Separate Accounts (including the ACCOUNTS) investing in the FUND and the participants of any of the Qualified Plans investing in the FUND. A material irreconcilable conflict may arise for a variety of reasons, including: (a) action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investment of the FUND are being managed; (e) a difference in voting instructions given by variable annuity Contract owners, variable life insurance Contract owners, and trustees of the Qualified Plans; (f) a decision by THRIVENT LIFE or another life insurance company to disregard the voting instructions of Contract owners in one or more Separate Accounts; or (g) if applicable, a decision by the trustee of a Qualified Plan to disregard the voting instructions of the participants of such Qualified Plan. A determination by the FUND's Board that a material irreconcilable conflict exists will be a final determination.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. A. 7.1 The FUND's Board of Directors will monitor the FUND for the existence of any material irreconcilable conflict between and among the interests of the Contractholders certificateholders of the Separate Accounts (including the ACCOUNTS) investing in the FUND and the participants of any of the Qualified Plans investing in the FUND. A material irreconcilable conflict may arise for a variety of reasons, including: (a) 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 rulingruling , private letter ruling, no-action or interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investment of the FUND are being managed; (e) a difference in voting instructions given by variable annuity Contract owners, variable life insurance Contract owners, and the Separate Accounts vis-a-vis voting instructions provided by the trustees of the Qualified Plans; (f) a decision by THRIVENT LIFE AAL or another life insurance company to disregard the voting instructions of Contract Certificate owners in one or more Separate Accounts; or (g) if applicable, a decision by the trustee of a Qualified Plan to disregard the voting instructions of the participants of such Qualified Plan. A determination by the FUND's Board that a material irreconcilable conflict exists will be a final determination.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. A. The FUND's Board of Directors will monitor the FUND for the existence of any material irreconcilable conflict between and among the interests of the Contractholders of the Separate Accounts (including the ACCOUNTS) investing in the FUND and the participants of any of the Qualified Plans investing in the FUND. A material irreconcilable conflict may arise for a variety of reasons, including: (a) 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 rulingruling , private letter ruling, no-action or interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investment of the FUND are being managed; (e) a difference in voting instructions given by variable annuity Contract owners, variable life insurance Contract owners, and trustees of the Qualified Plans; (f) a decision by THRIVENT LIFE FINANCIAL or another life insurance company to disregard the voting instructions of Contract owners in one or more Separate Accounts; or (g) if applicable, a decision by the trustee of a Qualified Plan to disregard the voting instructions of the participants of such Qualified Plan. A determination by the FUND's Board that a material irreconcilable conflict exists will be a final determination.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. A. The FUND's Board of Directors will monitor the FUND for the existence of any material irreconcilable conflict between and among the interests of the Contractholders of the Separate Accounts (including the ACCOUNTS) investing in the FUND and the participants of any of the Qualified Plans investing in the FUND. A material irreconcilable conflict may arise for a variety of reasons, including: (a) action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investment of the FUND are being managed; (e) a difference in voting instructions given by variable annuity Contract owners, variable life insurance Contract owners, and trustees of the Qualified Plans; (f) a decision by THRIVENT LIFE FINANCIAL or another life insurance company to disregard the voting instructions of Contract owners in one or more Separate Accounts; or (g) if applicable, a decision by the trustee of a Qualified Plan to disregard the voting instructions of the participants of such Qualified Plan. A determination by the FUND's Board that a material irreconcilable conflict exists will be a final determination.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. A. The FUND's Fund agrees that its Board of Directors will monitor the FUND for the existence of any material irreconcilable conflict between and among the interests of the Contractholders participants in all separate accounts of life insurance companies utilizing the Fund, including the Separate Account. Insurer agrees to inform the Board of Directors of the Separate Accounts (including the ACCOUNTS) investing in the FUND and the participants of any Fund of the Qualified Plans investing in the FUND. A existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretive interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investment investments of the FUND any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity Contract owners, contract and variable life insurance Contract owners, and trustees contract participants or by participants of different life insurance companies utilizing the Qualified PlansFund; or (f) a decision by THRIVENT LIFE or another a life insurance company utilizing the Fund to disregard the voting instructions of Contract owners participants. Insurer will assist the Board of Directors in one or more Separate Accounts; or (g) if applicablecarrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by the trustee of a Qualified Plan Insurer to disregard the voting instructions of the participants of such Qualified Plan. A determination by the FUND's Board that a material irreconcilable conflict exists will be a final determinationParticipants.