Common use of POTENTIAL MATERIAL CONFLICTS Clause in Contracts

POTENTIAL MATERIAL CONFLICTS. 7.1. The Trust agrees that the Board, constituted with a majority of disinterested trustees, will monitor each Designated Portfolio of the Trust for the existence of any irreconcilable material conflict between the interests of the variable annuity contract owners and the variable life insurance policy owners of the Company and/or affiliated companies ("contract owners") investing in the Trust. 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 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 Designated Portfolio are 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; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract 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 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 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 contract owner voting instructions are disregarded. The Company also agrees that, if a material irreconcilable conflict arises, it will at its own cost and to the extent reasonably practicable (as determined by a majority of the disinterested directors), take whatever steps are necessary to remedy such conflict up to and including (a) withdrawing the assets allocable to some or all of the Accounts from the Trust or any Designated Portfolio and reinvesting such assets in a different investment mediUll1, including (but not limited to) another Designated Portfolio of the Trust, or submitting to a vote of all affected contract owners whether to withdraw assets from the Trust or any Designated Portfolio and reinvesting such assets in a different investment medium and, as appropriate, segregating the assets attributable to any appropriate group of 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 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 Contracts, unless a majority of Contract owners 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 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 the Trust each of the subaccounts of the Accounts designated by the disinterested trustees and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination or such period as may be required to obtain any necessary exemptive relief from the Commission with regard to the substitution of underlying funds; 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 trustees of the Board.

POTENTIAL MATERIAL CONFLICTS. 7.1. 7.1 The Trust agrees that Board of Directors of the Fund (the "Board, constituted with a majority of disinterested trustees, ") will monitor each Designated Portfolio of the Trust for the existence of any material irreconcilable material conflict between the interests of the variable annuity contract owners and the variable life insurance policy owners Contract Owners of the Company and/or affiliated companies ("contract owners") all Separate Accounts investing in the TrustFund. 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 interpretive interpretative letter, or any similar action by insurance, tax tax, or securities regulatory authorities; (c) an and administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Designated Portfolio are 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 Companiesowners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract ownersContract Owners. The Board shall have promptly inform each Company if it determines that an irreconcilable material conflict exists and 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 trustees of the Board. The Board will give prompt notice of any such determination to the Companyimplications thereof. 7.2. The 7.2 Each Company agrees that it will be responsible for assisting the Board in carrying out its responsibilities under the conditions set forth in 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 immediately report any potential or existing conflicts of which it is aware to the Board includingand, in addition, provide the Board with a quarterly written statement that they know of no conflicts. Each Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues so raised. This includes, but is not limited to, an obligation by the each Company to inform the Board whenever contract owner Contract Owner voting instructions are disregarded. The Each Company also agrees thatto carry out these responsibilities with a view only to the interest of Contract Owners. 7.3 If it is determined by a majority of the Board, if or a majority of its disinterested Directors, that a material irreconcilable conflict arisesexists, it will each Company and any other Participating Insurance Companies whose Contract Owners are also affected shall, at its own cost their expense and to the extent reasonably practicable (as determined by a majority of the disinterested directorsDirectors), take whatever steps are necessary to remedy such conflict or eliminate the material irreconcilable conflict, up to and including (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust Fund or any Designated Portfolio and reinvesting such assets in a different investment mediUll1medium, including (but not limited to) another Designated Portfolio of the TrustFund, or submitting the question whether such segregation should be implemented to a vote of all affected contract owners whether to withdraw assets from the Trust or any Designated Portfolio and reinvesting such assets in a different investment medium Contract Owners and, as appropriate, segregating the assets attributable to of any appropriate group of contract owners (E.G., annuity contract ownerse.g., life insurance owners Contract Owners or variable contract owners Contract Owners of one or more any Participating Insurance Companies) that votes in favor of such segregation, or offering to any of the affected contract owners the option of segregating the assets attributable to their contracts or policies, making such a change; and (b) establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by a Company to disregard Contract Owner voting instructions, and segregating the assets underlying the Contracts, unless that decision represents a minority position or would preclude a majority of Contract owners vote, each Company may be required, at the Fund's election, to withdraw the affected Separate Account's investments in the Fund and terminate this agreement with respect to such Account; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict have voted to decline the offer to establish as determined by a new registered management investment company. 7.3. A majority of the disinterested trustees members of the Board. No penalty or charge will be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six (6) month period the Underwriter and the Fund shall continue to accept and implement orders by each Company for the purchase (and redemption) of shares of the Fund. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to a Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Separate Account's investment in the Fund and terminate this Agreement with respect to such Separate Account within six (6) months after the Board informs the Company in writing that it has determined that such decision has created a material irreconcilable conflict; provided, however, that such withdrawal 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 Board. Until the end of the foregoing six (6) month period, the Underwriter and the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested Directors of the Board shall determine whether any proposed action by the a Company adequately remedies any material irreconcilable conflict, but in no event will the Fund or its affiliates be required to establish a new funding medium for the Contracts. No Company shall be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by a vote of a majority of Contract owners materially affected by the material irreconcilable conflict. In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, then each Company with withdraw the Company will withdraw from Separate Account's investment in the Trust each of the subaccounts of the Accounts designated by the disinterested trustees Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination or such period as may be required to obtain any necessary exemptive relief from the Commission with regard to the substitution of underlying fundsdetermination; provided, however, that such withdrawal and termination shall be limited to the extent required to remedy by any such material irreconcilable conflict as determined by a majority of the disinterested trustees members of the Board. Each 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 interest of Contract owners. 7.7 Each Company shall at least annually submit to the Board such reports, materials or data as the Board may reasonably request that so it may carry out the obligations imposed on it by the Shared Funding Exemptive Order, and said reports, materials and data shall be submitted at any reasonable time deemed appropriate by the Board. 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 Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then: (a) the Fund or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 7.1 through 7.5 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.