Common use of POTENTIAL MATERIAL CONFLICTS Clause in Contracts

POTENTIAL MATERIAL CONFLICTS. 7.1. The parties hereto agree that the provisions of this Article VII shall apply if and only if AVIF implements Mixed and Shared Funding pursuant to an exemptive order from the SEC or otherwise. AVIF agrees that the Board, constituted with a majority of disinterested Directors, will monitor each Portfolio for the existence of any material irreconcilable conflict between the interests of the variable annuity contract owners and the variable life insurance policy owners (collectively, "Participants") of the Participating Insurance Companies investing in AVIF. An irreconcilable material conflict may arise for a variety of reasons, including: (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 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 are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance policy Participants or by Participants of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants. The Board shall have the sole authority to determine if a material irreconcilable conflict exists, and such determination shall be binding on the Company only if approved in the form of a resolution by a majority of the Board, or a majority of the disinterested Directors of the Board. The Board will give prompt notice of any such determination to the Company. 7.2. The Company agrees that it will be responsible for assisting the Board in carrying out its responsibilities under the conditions set forth in any exemptive application pursuant to which the SEC has granted the Mixed and Shared Funding Exemptive Order by providing the Board, as it may reasonably request, with all information necessary for the Board to consider any issues raised and agrees that it will be responsible for promptly reporting any potential or existing conflicts of which it is aware to the Board including, but not limited to, an obligation by the Company to inform the Board whenever Participant voting instructions are disregarded. The Company agrees to carry out these responsibilities with a view only to the interests of the Participants. The Company also agrees that, if a material irreconcilable conflict arises, it will at its own cost remedy or eliminate such conflict up to and including (a) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of AVIF, or submitting to a vote of all affected Participants whether to withdraw assets from AVIF or any Portfolio and reinvesting such assets in a different investment medium and, as appropriate, segregating the assets attributable to any appropriate group of Participants that votes in favor of such segregation, or offering to any of the affected Participants the option of segregating the assets attributable to their contracts or policies, and (b) establishing a new registered management investment company and segregating the assets underlying the Policies, unless a majority of Policy owners materially adversely affected by the conflict have voted to decline the offer to establish a new registered management investment company. 7.3. A majority of the disinterested Directors of the Board shall determine whether any proposed action by the Company adequately remedies any material irreconcilable conflict. In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, the Company will withdraw from investment in AVIF each of the Accounts designated by the disinterested Directors and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required to remedy any such material irreconcilable conflict as determined by a majority of the disinterested Directors of the Board. 7.4. If a material irreconcilable conflict arises because of the Company's decision to disregard contractowner voting instructions, and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election of AVIF, to withdraw its Account(s) investments herein, and no charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal must take place within six (6) months after AVIF's Board informs the Company that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF shall continue to accept and implement orders by the Company for the purchase and redemption of shares of AVIF. 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the Account's investment in AVIF within six (6) months after AVIF's Board informs the Company that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF shall continue to accept and implement orders by the Company for the purchase and redemption of shares of AVIF. 7.6. The Company agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interests of Policy owners. 7.7. For purposes hereof, a majority of the disinterested Directors will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or AIM Advisors be required to establish a new funding medium for any Policies. 7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to Mixed or Shared Funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed Shared Funding Exemptive Order, then (a) AVIF and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.7, 3.5, 3.6 and 7.1 through 7.8 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

POTENTIAL MATERIAL CONFLICTS. 7.1. 7.1 The parties hereto agree that the provisions of this Article VII shall apply if and only if AVIF implements Mixed and Shared Funding pursuant to an exemptive order from the SEC or otherwise. AVIF Trust agrees that the Board, constituted with a majority of disinterested Directorstrustees, will monitor each Portfolio of the Trust for the existence of any material irreconcilable conflict between the interests of the variable annuity contract owners and the variable life insurance policy owners of the Company and/or affiliated companies (collectively, "Participantscontract owners") of the Participating Insurance Companies investing in AVIFthe Trust. An A material irreconcilable material conflict may arise for a variety of reasons, including: (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 interpretative 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 investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance policy Participants contract owners or by Participants contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participantscontract owners. The Board shall have the sole authority to determine if a material irreconcilable conflict exists, and such determination shall be binding on the Company only if approved in the form of a resolution by a majority of the Board, or a majority of the disinterested Directors trustees of the Board. The Board will give prompt notice of any such determination to the Company. 7.2. 7.2 The Company agrees that it will be responsible for assisting the Board in carrying out its responsibilities under the conditions set forth in any the Trust's exemptive application pursuant to which the SEC has granted the Mixed mixed and Shared Funding Exemptive Order by providing the Board, as it may ay reasonably request, with all information necessary for the Board to consider any issues raised and agrees that it will be responsible for promptly reporting any potential or existing conflicts of which it is aware to the Board including, but not limited to, an obligation by the Company to inform the Board whenever Participant contract owner voting instructions are disregarded. The Company agrees to carry out these responsibilities with a view only to the interests of the Participants. The Company also agrees that, if a material irreconcilable conflict arises, it will at its own cost remedy or eliminate such conflict up to and an including (a) withdrawing the assets allocable to some or all of the Accounts from AVIF the Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of AVIFthe Trust, or submitting to a vote of all affected Participants contract owners whether to withdraw assets from AVIF the Trust or any Portfolio and reinvesting such assets in a different investment medium and, as appropriate, segregating the assets attributable to any appropriate group of Participants contract owners (e.g., annuity contract owners, life insurance owners or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to any of the affected Participants contract owners the option of segregating the assets attributable to their contracts or policies, and (b) establishing a new registered management investment company and segregating the assets underlying the PoliciesContracts, unless a majority of Policy Contract owners materially adversely affected by the conflict have voted to decline the offer to establish a new registered management investment company. 7.3. 7.3 A majority of the disinterested Directors trustees of the Board shall determine whether any proposed action by the Company adequately remedies any material irreconcilable conflict. In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, the Company will withdraw from investment in AVIF the Trust each of the Accounts designated by the disinterested Directors trustees and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required to remedy any such material irreconcilable conflict as determined by a majority of the disinterested Directors trustees of the Board. 7.4. 7.4 If a material irreconcilable conflict arises because of a decision by the Company's decision Company to disregard contractowner Contract owner voting instructions, and instruction sand that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election of AVIFTrust's election, to withdraw its Account(s) investments hereinthe Account's investment in the Trust and terminate his Agreement; provided, however, that such withdrawal and no charge or penalty will termination shall be imposed limited to the extent required by the foregoing material irreconcilable conflict as determined by a result majority of such withdrawalthe Trust's independent trustees. Any such withdrawal and termination must take place within six (6) months after AVIF's Board informs the Company Trust gives written notice that it has determined that such decision has created a material irreconcilable conflictthis provision is being implemented, and until such withdrawal AVIF the end of that six-month period PFD and the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of AVIFthe Trust. 7.5. 7.5 If a material irreconcilable conflict arises because a of particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the Account's investment in AVIF the Trust and terminate this Agreement within six (6) months after AVIFthe Trust's Board informs the Company in writing that it has determined that such decision has created a material irreconcilable conflict; provided, and until however, that such withdrawal AVIF 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 Trust's Board. Until the end of the foregoing six (6) month period, the Trust and PFD shall continue to accept and implement orders by the Company for the purchase and redemption of shares of AVIFthe Trust. 7.6. The Company agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interests of Policy owners. 7.7. 7.6 For purposes hereofof Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested Directors will members of the Board shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In , but in no event, however, event will AVIF or AIM Advisors the Trust be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.2 to establish a new funding medium for the contracts if an offer to do so has been declined by vote of a majority of the Contract owners affected by the material irreconcilable conflict. In the event that the Board determines that any Policiesproposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Account's investment in the Trust and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the independent trustees. 7.8. If 7.7 IF and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to Mixed mixed or Shared Funding shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed Shared Funding Exemptive Order, then (a) AVIF the Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and 6e-3(T6e-3(t), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.7, 3.5, 3.6 3.6, 7.1, 7.2, 7.3 and 7.1 through 7.8 7.7 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

POTENTIAL MATERIAL CONFLICTS. 7.1. The parties hereto agree that the provisions of this Article VII shall apply if and only if AVIF implements Mixed and Shared Funding pursuant to an exemptive order from the SEC or otherwise. AVIF Fund agrees that the Board, constituted with a majority of disinterested Directorsdirectors, will monitor each Portfolio the Fund for the existence of any material irreconcilable conflict between the interests of the variable annuity contract owners and the variable life insurance policy owners (collectively, "Participants") Policyowners of the Participating Insurance Companies all separate accounts investing in AVIFthe Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax 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 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 are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance policy Participants or by Participants of different Participating Insurance Companiescontract owners; or (f) a decision by a Participating Insurance Company participating insurance company to disregard the voting instructions of Participantscontract owners. The Board shall have the sole authority to determine if a material irreconcilable conflict exists, and such determination shall be binding on the Company only if approved in the form of a resolution by a majority of the Board, or a majority of the disinterested Directors directors of the Board. The Board will give prompt notice of any such determination to shall promptly inform the CompanyCompany if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2. The Company and the Fund's Adviser each separately agrees that it will be responsible for assisting the Board in carrying out its responsibilities under the conditions set forth in any exemptive application pursuant to which the SEC has granted the Mixed and Shared Funding Exemptive Order by providing the Board, as it may reasonably request, with all information necessary for the Board to consider any issues raised and agrees that it will be responsible for promptly reporting report any potential or existing conflicts conflict of which it is aware to the Board including, but not limited to, an obligation Board. Such responsibilities shall be carried out by the Company to inform the Board whenever Participant voting instructions are disregarded. The Company agrees to carry out these responsibilities with a view only to the interests of its Policyowners. 7.3. If it is determined by a majority of the Participants. The Company also agrees thatBoard, if or a majority of its directors who are not interested persons of the Fund, its Adviser or any sub-adviser to any of the Portfolios (the "Disinterested Directors"), that a material irreconcilable conflict arisesexists, it will the Company, at its own cost expense and to the extent reasonably practicable (as determined by a majority of the Disinterested Directors), take whatever steps are necessary to remedy or eliminate such conflict the irreconcilable material conflict, up to and including including: (a1) withdrawing the assets allocable to some or all of the Accounts separate accounts from AVIF the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of AVIFthe Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Participants whether to withdraw assets from AVIF or any Portfolio and reinvesting such assets in a different investment medium Policyowners and, as appropriate, segregating the assets attributable to of any appropriate group of Participants (i.e., annuity Contractowners or life insurance Policyowners) that votes in favor of such segregation, or offering to any of the affected Participants Policyowners the option of segregating the assets attributable to their contracts or policies, making such a change; and (b2) establishing a new registered management investment company and segregating or managed separate account. The Company shall not be required by this Section 7.3 to establish a new funding medium for the assets underlying the Policies, unless Policies if an offer to do so has been declined by vote of a majority of Policy owners Policyowners materially adversely affected by the conflict have voted to decline the offer to establish a new registered management investment company. 7.3. A majority of the disinterested Directors of the Board shall determine whether any proposed action by the Company adequately remedies any irreconcilable material irreconcilable conflict. In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, the Company will withdraw from investment in AVIF each of the Accounts designated by the disinterested Directors and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required to remedy any such material irreconcilable conflict as determined by a majority of the disinterested Directors of the Board. 7.4. If a material irreconcilable conflict arises because of a decision by the Company's decision Company to disregard contractowner contract owner voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election of AVIFFund's election, to withdraw its Account(s) investments hereinthe Accounts investment in the Fund and terminate this Agreement; provided, however that such withdrawal and no charge or penalty will termination shall be imposed limited to the extent required by the foregoing material irreconcilable conflict as determined by a result majority of such withdrawalthe Disinterested Directors. Any such withdrawal and termination must take place within six (6) months after AVIF's Board informs the Company Fund gives written notice that it has determined that such decision has created a material irreconcilable conflictthis provision is being implemented, and until such withdrawal AVIF the end of that six month period the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption redemption) of shares of AVIFthe Fund. 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the Account's Accounts investment in AVIF the Fund and terminate this Agreement within six (6) months after AVIF's the Board informs the Company in writing that it has determined that such decision has created a an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflictconflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Underwriter and until such withdrawal AVIF the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption redemption) of shares of AVIFthe Fund. 7.6. The Company agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interests of Policy owners. 7.7. For purposes hereofof Sections 7.3 through 7.5 of this Agreement, a majority of the disinterested Disinterested Directors will shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict. In , but in no event, however, event will AVIF or AIM Advisors the Fund be required to establish a new funding medium for any the Policies. 7.87.7. If and to The Fund agrees that it will not enter into any agreement with a life insurance company affiliated with the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to Mixed or Shared Funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed Shared Funding Exemptive Order, then (a) AVIF and/or the Participating Insurance Companies, as appropriate, shall take Company unless such steps as may be necessary to comply with Rule 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.7, 3.5, 3.6 and 7.1 through 7.8 of this Agreement shall continue in effect only to the extent that terms and conditions agreement includes a section substantially identical to such Sections are contained in such Rule(s) as so amended or adoptedthis Article VII.

POTENTIAL MATERIAL CONFLICTS. 7.1. The parties hereto agree that the provisions of this Article VII shall apply if and only if AVIF implements Mixed and Shared Funding pursuant to an exemptive order from the SEC or otherwise. AVIF Trust agrees that the Board, constituted with a majority of disinterested Directorstrustees, will monitor each Portfolio of the Trust for the existence of any material irreconcilable conflict between the interests of the variable annuity contract owners and the variable life insurance policy owners of the Company and/or affiliated companies (collectively, "Participantscontract owners") of the Participating Insurance Companies investing in AVIFthe Trust. An A material irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative 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 investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance policy Participants contract owners or by Participants contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participantscontract owners. The Board shall have the sole authority to determine if a material irreconcilable conflict exists, and such determination shall be binding on the Company only if approved in the form of a resolution by a majority of the Board, or a majority of the disinterested Directors trustees of the Board. The Board will give prompt notice of any such determination to the Company. 7.2. The Company agrees that it will be responsible for assisting the Board in carrying out its responsibilities under the conditions set forth in any the Trust's exemptive application pursuant to which the SEC has granted the Mixed and Shared Funding Exemptive Order by providing the Board, as it may reasonably request, with all information necessary for the Board to consider any issues raised and agrees that it will be responsible for promptly reporting any potential or existing conflicts of which it is aware to the Board including, but not limited to, an obligation by the Company to inform the Board whenever Participant contract owner voting instructions are disregarded. The Company agrees to carry out these responsibilities with a view only to the interests of the Participants. The Company also agrees that, if a material irreconcilable conflict arises, it will at its own cost remedy or eliminate such conflict up to and including (a) withdrawing the assets allocable to some or all of the Accounts from AVIF the Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of AVIFthe Trust, or submitting to a vote of all affected Participants contract owners whether to withdraw assets from AVIF the Trust or any Portfolio and reinvesting such assets in a different investment medium and, as appropriate, segregating the assets attributable to any appropriate group of Participants contract owners (e.g., annuity contract owners, life insurance owners or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to any of the affected Participants contract owners the option of segregating the assets attributable to their contracts or policies, and (b) establishing a new registered management investment company and segregating the assets underlying the PoliciesContracts, unless a majority of Policy Contract owners materially adversely affected by the conflict have voted to decline the offer to establish a new registered management investment companycompany or managed separate account. 7.3. A majority of the disinterested Directors trustees of the Board shall determine whether any proposed action by the Company adequately remedies any material irreconcilable conflict. In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, the Company will withdraw from investment in AVIF the Trust each of the Accounts designated by the disinterested Directors trustees and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required to remedy any such material irreconcilable conflict as determined by a majority of the disinterested Directors trustees of the Board. 7.4. If a material irreconcilable conflict arises because of the Company's decision to disregard contractowner voting instructions, and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election of AVIF, to withdraw its Account(s) investments herein, and no charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal must take place within six (6) months after AVIF's Board informs the Company that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF shall continue to accept and implement orders by the Company for the purchase and redemption of shares of AVIF. 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the Account's investment in AVIF within six (6) months after AVIF's Board informs the Company that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF shall continue to accept and implement orders by the Company for the purchase and redemption of shares of AVIF. 7.6. The Company agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interests of Policy owners. 7.7. For purposes hereof, a majority of the disinterested Directors will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or AIM Advisors be required to establish a new funding medium for any Policies. 7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to Mixed or Shared Funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed Shared Funding Exemptive Order, then (a) AVIF and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.7, 3.5, 3.6 and 7.1 through 7.8 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

POTENTIAL MATERIAL CONFLICTS. 7.18.1. The parties hereto agree that the provisions of this Article VII shall apply if and only if AVIF implements Mixed and Shared Funding pursuant to an exemptive order from the SEC or otherwise. AVIF Fund agrees that the Board, constituted with a majority of disinterested Directorstrustees, will monitor each Portfolio of the Fund for the existence of any material irreconcilable conflict between the interests of the variable annuity contract owners and the variable life insurance policy owners of PLAIC and/or affiliated companies (collectively, "Participants"“contract owners”) of the Participating Insurance Companies investing in AVIFthe Fund. An A material irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative 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 investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance policy Participants contract owners or by Participants contract owners of different Participating Insurance CompaniesParties; or (f) a decision by a Participating Insurance Company an PLAIC to disregard the voting instructions of Participantscontract owners. The Board shall have the sole authority to determine if a material irreconcilable conflict exists, and such determination shall be binding on the Company PLAIC only if approved in the form of a resolution by a majority of the Board, or a majority of the disinterested Directors trustees of the Board. The Board will give prompt notice of any such determination to the CompanyPLAIC. 7.28.2. The Company PLAIC agrees that it will be responsible for assisting the Board in carrying out its responsibilities under the conditions set forth in any the Fund's exemptive application pursuant to which the SEC has granted the Mixed and Shared Funding Exemptive Order by providing the Board, as it may reasonably request, with all information necessary for the Board to consider any issues raised and agrees that it will be responsible for promptly reporting any potential or existing conflicts of which it is aware to the Board including, but not limited to, an obligation by the Company PLAIC to inform the Board whenever Participant contract owner voting instructions are disregarded. The Company agrees to carry out these responsibilities with a view only to the interests of the Participants. The Company PLAIC also agrees that, if a material irreconcilable conflict arises, it will at its own cost remedy or eliminate such conflict up to and including (a) withdrawing the assets allocable to some or all of the Accounts from AVIF the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of AVIFthe Fund, or submitting to a vote of all affected Participants contract owners whether to withdraw assets from AVIF the Fund or any Portfolio and reinvesting such assets in a different investment medium and, as appropriate, segregating the assets attributable to any appropriate group of Participants contract owners (e.g., annuity contract owners, life insurance owners or variable contract owners of one or more Insurance Parties) that votes in favor of such segregation, or offering to any of the affected Participants contract owners the option of segregating the assets attributable to their contracts or policies, and (b) establishing a new registered management investment company and segregating the assets underlying the PoliciesContracts, unless a majority of Policy Contract owners materially adversely affected by the conflict have voted to decline the offer to establish a new registered management investment company. 7.38.3. A majority of the disinterested Directors trustees of the Board shall determine whether any proposed action by the Company PLAIC adequately remedies any material irreconcilable conflict. In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, the Company PLAIC will withdraw from investment in AVIF the Fund each of the Accounts designated by the disinterested Directors trustees and terminate this Agreement within six (6) months after the Board informs the Company PLAIC in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required to remedy any such material irreconcilable conflict as determined by a majority of the disinterested Directors trustees of the Board. 7.4. If a material irreconcilable conflict arises because of the Company's decision to disregard contractowner voting instructions, and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election of AVIF, to withdraw its Account(s) investments herein, and no charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal must take place within six (6) months after AVIF's Board informs the Company that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF shall continue to accept and implement orders by the Company for the purchase and redemption of shares of AVIF. 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the Account's investment in AVIF within six (6) months after AVIF's Board informs the Company that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF shall continue to accept and implement orders by the Company for the purchase and redemption of shares of AVIF. 7.6. The Company agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interests of Policy owners. 7.7. For purposes hereof, a majority of the disinterested Directors will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or AIM Advisors be required to establish a new funding medium for any Policies. 7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to Mixed or Shared Funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed Shared Funding Exemptive Order, then (a) AVIF and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 2.7, 3.5, 3.6 and 7.1 through 7.8 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.