Common use of Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order Clause in Contracts

Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order. 7.1. The Board of Trustees of the Fund (the “Board”) will monitor the Fund for the existence of any material irreconcilable conflict among the interests of the Contract owners of all separate accounts investing in the Fund and the interests of participants under all Qualified Plans investing in the Fund, and the Board will determine what action, if any, should be taken in response to such conflict. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or 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 investments of any Portfolio is being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Contract owners; or (g) as applicable, a decision by a Qualified Plan to disregard the voting instructions of Qualified Plan participants. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof.

Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order. 7.1. The Board of Trustees of the Fund (the “"Board”") will monitor the Fund for the existence of any material irreconcilable conflict among the interests of the Contract owners of all separate accounts investing in the Fund and the interests of participants under all Qualified Plans investing in the Fund, and the Board will determine what action, if any, should be taken in response to such conflict. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or 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 investments of any Portfolio is being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Contract owners; or (g) as applicable, a decision by a Qualified Plan to disregard the voting instructions of Qualified Plan participants. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof.