Common use of Conflict Remedies Clause in Contracts

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY Insurer and the other life insurance companies utilizing the Fund will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its their own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts separate accounts from AVIF the Fund or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund Portfolio of AVIFthe Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantscontract owners or participants, life insurance Participants contract owners or all Participantscontract owners and participants of one or more life insurance companies utilizing the Fund) that votes in favor of such segregation, or offering to the affected Participants contract owners or participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management companyManagement Company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management companyManagement Company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYInsurer's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Insurer may be required, at AVIFthe Fund's election, to withdraw each the Separate Account's investment in AVIF or any the Fund. 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 the Fund gives notice to LIFE COMPANY Insurer that this provision is being implemented, and until such withdrawal AVIF Distributor and the Fund shall continue to accept and implement orders by LIFE COMPANY Insurer for the purchase and redemption of Shares shares of AVIFthe Fund. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY Insurer conflicts with the majority of other state regulators, then LIFE COMPANY Insurer will withdraw each the Separate Account's investment in AVIF the Fund within six (6) months after AVIFthe Fund's Board of Directors informs LIFE COMPANY Insurer that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF Distributor and Fund shall continue to accept and implement orders by LIFE COMPANY Insurer for the purchase and redemption of Shares shares of AVIF. No charge or penalty will be imposed as a result of such withdrawalthe Fund. (d) LIFE COMPANY Insurer 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 Participants. (e) 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 the Fund or any of its affiliates Distributor be required to establish a new funding medium for any Contracts. LIFE COMPANY Insurer will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY Insurer and the other life insurance companies utilizing the Fund will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its their own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts separate accounts from AVIF the Fund or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund Portfolio of AVIFthe Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantscontract owners or participants, life insurance Participants contract owners or all Participantscontract owners and participants of one or more life insurance companies utilizing the Fund) that votes in favor of such segregation, or offering to the affected Participants contract owners or participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" “Management Company” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management companyManagement Company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's Insurer’s decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Insurer may be required, at AVIF's the Fund’s election, to withdraw each the Separate Account's ’s investment in AVIF or any the Fund. 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 the Fund gives notice to LIFE COMPANY Insurer that this provision is being implemented, and until such withdrawal AVIF Distributor and the Fund shall continue to accept and implement orders by LIFE COMPANY Insurer for the purchase and redemption of Shares shares of AVIFthe Fund. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY Insurer conflicts with the majority of other state regulators, then LIFE COMPANY Insurer will withdraw each the Separate Account's ’s investment in AVIF the Fund within six (6) months after AVIF's the Fund’s Board of Directors informs LIFE COMPANY Insurer that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF Distributor and Fund shall continue to accept and implement orders by LIFE COMPANY Insurer for the purchase and redemption of Shares shares of AVIF. No charge or penalty will be imposed as a result of such withdrawalthe Fund. (d) LIFE COMPANY Insurer 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 Participants. (e) 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 the Fund or any of its affiliates Distributor be required to establish a new funding medium for any Contracts. LIFE COMPANY Insurer will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's ’s decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's ’s election, to withdraw each Account's ’s investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's ’s investment in AVIF within six (6) months after AVIF's ’s Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY Insurer and the other life insurance companies utilizing the Fund will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its their own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts separate accounts from AVIF the Fund or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund Portfolio of AVIFthe Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantscontract owners or participants, life insurance Participants contract owners or all Participantscontract owners and participants of one or more life insurance companies utilizing the Fund) that votes in favor of such segregation, or offering to the affected Participants contract owners or participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management companyManagement Company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management companyManagement Company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYInsurer's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Insurer may be required, at AVIFthe Fund's election, to withdraw each the Separate Account's investment in AVIF or any the Fund. 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 the Fund gives notice to LIFE COMPANY Insurer that this provision is being implemented, and until such withdrawal AVIF Distributor and the Fund shall continue to accept and implement orders by LIFE COMPANY Insurer for the purchase and redemption of Shares shares of AVIFthe Fund or upon receipt of a substitution order granted by the SEC, whichever is later. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY Insurer conflicts with the majority of other state regulators, then LIFE COMPANY Insurer will withdraw each the Separate Account's investment in AVIF the Fund within six (6) months after AVIFthe Fund's Board of Directors informs LIFE COMPANY Insurer that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF Distributor and Fund shall continue to accept and implement orders by LIFE COMPANY Insurer for the purchase and redemption of Shares shares of AVIF. No charge the Fund or penalty will be imposed as upon receipt of a result of such withdrawalsubstitution order granted by the SEC, whichever is later. (d) LIFE COMPANY Insurer 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 Participants. (e) 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 the Insurer, Fund or any of its affiliates Distributor be required to establish a new funding medium for any Contracts. LIFE COMPANY Insurer will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF (IVIF) or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIFAVIF (IVIF), or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's ’s decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's AVIF (IVIF)’s election, to withdraw each Account's ’s investment in AVIF (IVIF) or any Fund. 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 (IVIF) gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF (IVIF) shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIFAVIF (IVIF). (c) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's ’s investment in AVIF (IVIF) within six (6) months after AVIF's AVIF (IVIF)’s Board of Directors informs LIFE COMPANY that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF (IVIF) shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIFAVIF (IVIF). No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF (IVIF) or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF SMFI or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIFSMFI, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIFSMFI's election, to withdraw each Account's investment in AVIF SMFI or any Fund. 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 SMFI gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF SMFI shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIFSMFI. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF SMFI within six (6) months after AVIFSMFI's Board of Directors informs LIFE COMPANY that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF SMFI shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIFSMFI. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) 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 SMFI or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors Trustees or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors Trustees informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including including, but not limited to, another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g.E.G., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the its Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY Company will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF FAIP or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIFFAIP, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., variable annuity Participants, contract owners or variable life insurance Participants or all Participantscontract owners) that votes in favor of such segregation, or offering to the affected Participants contract owners the option of making such a change; and (ii) establishing a new registered management investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYCompany's decision to disregard Participant Participants' voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Company may be required, at AVIFFAIP's election, to withdraw each Account's investment in AVIF FAIP or any Fund. 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 FAIP gives notice to LIFE COMPANY Company that this provision is being implemented, and until such withdrawal AVIF FAIP shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares of AVIFFAIP. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY Company conflicts with the majority of other state regulators, then LIFE COMPANY Company will withdraw each Account's investment in AVIF FAIP within six (6) months after AVIFFAIP's Board of Directors informs LIFE COMPANY Company that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF FAIP shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares of AVIFFAIP. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY 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 Participants. (e) 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 FAIP or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY Company will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict. (f) The Board's determination of the existence of a material irreconcilable conflict and its implications will be made known promptly and in writing to all Participants.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY Hartford and the other life insurance companies utilizing the Fund will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its their own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts separate accounts from AVIF the Series or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund Portfolio of AVIFthe Series, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantscontract owners or participants, life insurance Participants contract owners or all Participantscontract owners and participants of one or more life insurance companies utilizing the Series) that votes in favor of such segregation, or offering to the affected Participants contract owners or participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management companyManagement Company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management companyManagement Company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYHartford's decision to disregard Participant participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Hartford may be required, at AVIFthe Trust's election, to withdraw each the Separate Account's investment in AVIF or any Fundthe Series. 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 the Fund gives notice to LIFE COMPANY Hartford that this provision is being implemented, and until such withdrawal AVIF Distributor and the Trust shall continue to accept and implement orders by LIFE COMPANY Hartford for the purchase and redemption of Shares shares of AVIFthe Series. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY Hartford conflicts with the majority of other state regulators, then LIFE COMPANY Hartford will withdraw each the Separate Account's investment in AVIF the Series within six (6) months after AVIFthe Trust's Board of Directors informs LIFE COMPANY Hartford that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF Distributor and Fund shall continue to accept and implement orders by LIFE COMPANY Hartford for the purchase and redemption of Shares shares of AVIF. No charge or penalty will be imposed as a result of such withdrawalthe Series. (d) LIFE COMPANY Hartford 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 Participantsparticipants. (e) 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 the Trust or any of its affiliates Distributor be required to establish a new funding medium for any Contracts. LIFE COMPANY Hartford will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIFAVIF , or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's ’s decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's ’s election, to withdraw each Account's ’s investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIFAVIF . (c) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's ’s investment in AVIF within six (6) months after AVIF's ’s Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIFAVIF . No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF AIM or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIFAVIF , or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's ’s decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's ’s election, to withdraw each Account's ’s investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's ’s investment in AVIF within six (6) months after AVIF's ’s Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a1) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY Company will, if it is a Participating Insurance Company for which a involved in the material irreconcilable conflict is relevantconflict, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Variable Accounts from AVIF Ivy Funds VIP or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund of AVIFPortfolio, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantsparticipants, life insurance Participants participants or all Participantsparticipants) that votes in favor of such segregation, or offering to the affected Participants participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b2) If the material irreconcilable conflict arises because of LIFE COMPANY's Company’s decision to disregard Participant Contract Owner voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Company may be required, required at AVIF's Ivy Funds VIP’s election, to withdraw each Variable Account's ’s investment in AVIF Ivy Funds VIP or any FundPortfolio. 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 Ivy Funds VIP gives notice to LIFE COMPANY Company that this provision is being implemented, and until such withdrawal AVIF Ivy Funds VIP shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares shares of AVIFIvy Funds VIP. (c3) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY Company conflicts with the majority of other state regulators, then LIFE COMPANY Company will withdraw each Variable Account's ’s investment in AVIF Ivy Funds VIP within six (6) months after AVIF's the Board of Directors informs LIFE COMPANY Company that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF Ivy Funds VIP shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares shares of AVIFIvy Funds VIP. No charge or penalty will be imposed as a result of such withdrawal. (d4) LIFE COMPANY 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 Participantsparticipants. (e5) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF Ivy Funds VIP or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY Company will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors Trustees or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g.E.G., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors Trustees informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a1) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY Company will, if it is a Participating Insurance Company for which a involved in the material irreconcilable conflict is relevantconflict, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF Ivy Funds VIP or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund of AVIFPortfolio, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantsparticipants, life insurance Participants participants or all Participantsparticipants) that votes in favor of such segregation, or offering to the affected Participants participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b2) If the material irreconcilable conflict arises because of LIFE COMPANY's Company’s decision to disregard Participant Contract Owner voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Company may be required, required at AVIF's Ivy Funds VIP’s election, to withdraw each Account's ’s investment in AVIF Ivy Funds VIP or any FundPortfolio. 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 Ivy Funds VIP gives notice to LIFE COMPANY Company that this provision is being implemented, and until such withdrawal AVIF Ivy Funds VIP shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares shares of AVIFIvy Funds VIP. (c3) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY Company conflicts with the majority of other state regulators, then LIFE COMPANY Company will withdraw each Account's ’s investment in AVIF Ivy Funds VIP within six (6) months after AVIF's the Board of Directors informs LIFE COMPANY Company that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF Ivy Funds VIP shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares shares of AVIFIvy Funds VIP. No charge or penalty will be imposed as a result of such withdrawal. (d4) LIFE COMPANY 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 Participantsparticipants. (e5) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF Ivy Funds VIP or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY Company will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a1) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY Company will, if it is a Participating Insurance Company for which a involved in the material irreconcilable conflict is relevantconflict, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Variable Accounts from AVIF Ivy Funds VIP or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund of AVIFPortfolio, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantsparticipants, life insurance Participants participants or all Participantsparticipants) that votes in favor of such segregation, or offering to the affected Participants participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b2) If the material irreconcilable conflict arises because of LIFE COMPANY's Company’s decision to disregard Participant Contract Owner voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Company may be required, required at AVIF's Ivy Funds VIP’s election, to withdraw each Variable Account's ’s investment in AVIF Ivy Funds VIP or any FundPortfolio. 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 Ivy Funds VIP gives notice to LIFE COMPANY Company that this provision is being implemented, and until such withdrawal AVIF Ivy Funds VIP shall continue to accept and implement orders by LIFE COMPANY Company. for the purchase and redemption of Shares shares of AVIFIvy Funds VIP. (c3) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY Company conflicts with the majority of other state regulators, then LIFE COMPANY Company will withdraw each Variable Account's ’s investment in AVIF Ivy Funds VIP within six (6) months after AVIF's the Board of Directors informs LIFE COMPANY Company that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF Ivy Funds VIP shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares shares of AVIFIvy Funds VIP. No charge or penalty will be imposed as a result of such withdrawal. (d4) LIFE COMPANY 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 Participantsparticipants. (e5) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF Ivy Funds VIP or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY Company will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY Guardian will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYGuardian's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Guardian may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY Guardian that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY Guardian for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY Guardian conflicts with the majority of other state regulators, then LIFE COMPANY Guardian will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE COMPANY Guardian 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 LIFE COMPANY Guardian for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY Guardian 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY Guardian will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's ’s decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's ’s election, to withdraw each Account's ’s investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's ’s investment in AVIF within six (6) months after AVIF's ’s Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g.E.G., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a1) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY Company will, if it is a Participating Insurance Company for which a involved in the material irreconcilable conflict is relevantconflict, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Variable Accounts from AVIF Ivy Funds VIP or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund of AVIFPortfolio, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantsparticipants, life insurance Participants participants or all Participantsparticipants) that votes in favor of such segregation, or offering to the affected Participants participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b2) If the material irreconcilable conflict arises because of LIFE COMPANYCompany's decision to disregard Participant Contract Owner voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Company may be required, required at AVIFIvy Funds VIP's election, to withdraw each Variable Account's investment in AVIF Ivy Funds VIP or any FundPortfolio. 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 Ivy Funds VIP gives notice to LIFE COMPANY Company that this provision is being implemented, and until such withdrawal AVIF Ivy Funds VIP shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares shares of AVIFIvy Funds VIP. (c3) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY Company conflicts with the majority of other state regulators, then LIFE COMPANY Company will withdraw each Variable Account's investment in AVIF Ivy Funds VIP within six (6) months after AVIF's the Board of Directors informs LIFE COMPANY Company that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF Ivy Funds VIP shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares shares of AVIFIvy Funds VIP. No charge or penalty will be imposed as a result of such withdrawal. (d4) LIFE COMPANY 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 Participantsparticipants. (e5) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF Ivy Funds VIP or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY Company will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors Trustees or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY Phoenix will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYPhoenix's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Phoenix may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY Phoenix that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY Phoenix for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY Phoenix conflicts with the majority of other state regulators, then LIFE COMPANY Phoenix will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors Trustees informs LIFE COMPANY Phoenix 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 LIFE COMPANY Phoenix for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY Phoenix 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY Phoenix will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE XXXX, COMPANY's ’ s decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's ’s election, to withdraw each Account's ’s investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's ’s investment in AVIF within six (6) months after AVIF's ’s Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY Prudential will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYPrudential's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Prudential may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY Prudential that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY Prudential for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY Prudential conflicts with the majority of other state regulators, then LIFE COMPANY Prudential will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE COMPANY Prudential 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 LIFE COMPANY Prudential for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY Prudential 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any ContractsPolicies. LIFE COMPANY Prudential will not be required by the terms hereof to establish a new funding medium for any Contracts Policies if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY Cova will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYCova's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Cova may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY Cova that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY Cova for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY Cova conflicts with the majority of other state regulators, then LIFE COMPANY Cova will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE COMPANY Cova 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 LIFE COMPANY Cova for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY Cova 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY Cova will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors Trustees or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY JNL will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g.E.G., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYJNL's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY JNL may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY JNL that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY JNL for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY JNL conflicts with the majority of other state regulators, then LIFE COMPANY JNL will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors Trustees informs LIFE COMPANY JNL 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 LIFE COMPANY JNL for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY JNL 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY JNL will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY Fortis Benefits and the other life insurance companies utilizing the Fund will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its their own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts separate accounts from AVIF the Fund or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund Portfolio of AVIFthe Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantscontract owners or participants, life insurance Participants contract owners or all Participantscontract owners and participants of one or more life insurance companies utilizing the Fund) that votes in favor of such segregation, or offering to the affected Participants contract owners or participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" “Management Company” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management companyManagement Company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's Fortis Benefits’s decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Fortis Benefits may be required, at AVIF's the Fund’s election, to withdraw each the Separate Account's ’s investment in AVIF or any the Fund. 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 the Fund gives notice to LIFE COMPANY Fortis Benefits that this provision is being implemented, and until such withdrawal AVIF Distributor and the Fund shall continue to accept and implement orders by LIFE COMPANY Fortis Benefits for the purchase and redemption of Shares shares of AVIFthe Fund. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY Fortis Benefits conflicts with the majority of other state regulators, then LIFE COMPANY Fortis Benefits will withdraw each the Separate Account's ’s investment in AVIF the Fund within six (6) months after AVIF's the Fund’s Board of Directors informs LIFE COMPANY Fortis Benefits that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF Distributor and Fund shall continue to accept and implement orders by LIFE COMPANY Fortis Benefits for the purchase and redemption of Shares shares of AVIF. No charge or penalty will be imposed as a result of such withdrawalthe Fund. (d) LIFE COMPANY Fortis Benefits 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 Participants. (e) 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 the Fund or any of its affiliates Distributor be required to establish a new funding medium for any Contracts. LIFE COMPANY Fortis Benefits will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY Company will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYCompany's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Company may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY Company that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY Company conflicts with the majority of other state regulators, then LIFE COMPANY Company will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE COMPANY 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 LIFE COMPANY Company for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY Company will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever all reasonable and lawful steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's ’s decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's ’s election, to withdraw each Account's ’s investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's ’s investment in AVIF within six (6) months after AVIF's ’s Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY G-WL&A will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYG-WL&A's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY G-WL&A may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY G-WL&A that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY G-WL&A for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY G-WL&A conflicts with the majority of other state regulators, then LIFE COMPANY G-WL&A will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE COMPANY G-WL&A 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 LIFE COMPANY G-WL&A for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY G-WL&A 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY G-WL&A will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors Trustees or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY AGL and the other life insurance companies utilizing the Trust will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its their own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts separate accounts from AVIF the Trust or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIFthe Trust, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantscontract owners or participants, life insurance Participants contract owners or all Participantscontract owners and participants of one or more life insurance companies utilizing the Trust) that votes in favor of such segregation, or offering to the affected Participants contract owners or participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management companyManagement Company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management companyManagement Company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYAGL's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY AGL may be required, at AVIFthe Trust's election, to withdraw each the Separate Account's investment in AVIF or any Fundthe Trust. 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 the Trust gives notice to LIFE COMPANY AGL that this provision is being implemented, and until such withdrawal AVIF the Distributor and Trust shall continue to accept and implement orders by LIFE COMPANY AGL for the purchase and redemption of Shares shares of AVIFthe Trust. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY AGL conflicts with the majority of other state regulators, then LIFE COMPANY AGL will withdraw each the Separate Account's investment in AVIF the Trust within six (6) months after AVIFthe Trust's Board of Directors Trustees informs LIFE COMPANY AGL that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF the Distributor and Trust shall continue to accept and implement orders by LIFE COMPANY AGL for the purchase and redemption of Shares shares of AVIF. No charge or penalty will be imposed as a result of such withdrawalthe Trust. (d) LIFE COMPANY AGL 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF the Trust or any of its affiliates the Distributor be required to establish a new funding medium for any of the Contracts. LIFE COMPANY AGL will not be required by the terms hereof to establish a new funding medium for any of the Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE COMPANY that it has determined that such decision has created a material irreconcilable conflictconflict (after consideration of all Participants), and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any ContractsPolicies. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts Policies if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including including, but not limited to, another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY the Insurance Parties will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF Fund or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIFFund, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's the Insurance Parties' decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY the Insurance Parties may be required, at AVIF's election, required to withdraw each Account's investment in AVIF Fund or any Fund. 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 Fund gives notice to LIFE COMPANY the Insurance Parties that this provision is being implemented, and until such withdrawal AVIF Fund shall continue to accept and implement orders by LIFE COMPANY the Insurance Parties for the purchase and redemption of Shares of AVIFFund. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY the Insurance Parties conflicts with the majority of other state regulators, then LIFE COMPANY will the Insurance Parties may withdraw each Account's investment in AVIF Fund within six (6) months after AVIFFund's Board of Directors informs LIFE COMPANY the Insurance Parties that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF Fund shall continue to accept and implement orders by LIFE COMPANY the Insurance Parties for the purchase and redemption of Shares of AVIFFund. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY The Insurance Parties 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF Fund or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY The Insurance Parties will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors Trustees or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each the affected Account's investment in AVIF or any Fund, provided, however, that such withdrawal shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Trustees of the AVIF. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each the affected Account's investment in AVIF within six (6) months after AVIF's Board of Directors Trustees informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF provided, however, that such withdrawal shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Trustees of the AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF (IVIF) or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIFAVIF (IVIF), or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIFAVIF (IVIF)'s election, to withdraw each Account's investment in AVIF (IVIF) or any Fund. 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 (IVIF) gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF (IVIF) shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIFAVIF (IVIF). (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF (IVIF) within six (6) months after AVIFAVIF (IVIF)'s Board of Directors informs LIFE COMPANY that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF (IVIF) shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIFAVIF (IVIF). No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF (IVIF) or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by If a majority of the members of the Board of Directors Board, or a majority of the Disinterested Directors disinterested Trustees of the Board ("Independent Trustees"), determine that a material irreconcilable conflict existsexists with regard to-Contract owner or Participant investments in the Fund, LIFE COMPANY willthe Board shall give prompt notice to all Participating Companies. If the Fund or the Adviser is responsible for causing or creating such conflict, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, the Adviser shall at its own expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsIndependent Trustees), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. If a majority of the Board or a majority of the Independent Trustees determine that Fortis Benefits is responsible for causing or creating such conflict, Fortis Benefits shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Independent Trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material irreconcilable conflict, which steps . Such necessary action may include, include but are shall not be limited to: (i) withdrawing the assets ass allocable to some or all of the Accounts from AVIF or any the Fund and reinvesting such those assets in a different investment medium, including another Fund of AVIF, medium or submitting the question of whether such segregation should be implemented to a vote of all affected Participants Contract owners and Participants, and, as appropriate, segregating the assets of any particular appropriate group (e.g.i. e., annuity Participantscontract owners, life insurance Participants contract owners, or all ParticipantsContract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected Contract owners or Participants the option of making such a change; and , and/or (ii) establishing a new registered management investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new managed separate account that is operated as a management companyaccount. (b) If the material irreconcilable conflict arises because of LIFE COMPANYFortis Benefits's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Fortis Benefits may be required, at AVIFthe Fund's election, to withdraw each the Separate Account's investment in AVIF or any the Fund. No charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal must take place within six (6) months such reasonable period as the Fund's Board of Trustees may establish after AVIF the Fund gives notice to LIFE COMPANY Fortis Benefits that this provision is being implementedimplemented as the Fund's Board of Trustees may establish, and until such withdrawal AVIF Distributor and the Fund shall continue to accept and implement orders by LIFE COMPANY Fortis Benefits for the purchase and redemption of Shares shares of AVIFthe Fund. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY Fortis Benefits conflicts with the majority of other state regulators, then LIFE COMPANY Fortis Benefits will withdraw each the Separate Account's investment in AVIF the Fund within six (6) months after AVIFsuch reasonable period as the Fund's Board of Directors Trustees may establish after the Fund's Board of Trustees informs LIFE COMPANY Fortis Benefits that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF Distributor and Fund shall continue to accept and implement orders by LIFE COMPANY Fortis Benefits for the purchase and redemption of Shares shares of AVIF. No charge or penalty will be imposed as a result of such withdrawalthe Fund. (d) LIFE COMPANY Fortis Benefits 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 Participants. (e) 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 the Fund or any of its affiliates Distributor be required to establish a new funding medium for any Contracts. LIFE COMPANY Fortis Benefits will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including PA-GOLDENAM.AGR 082001 (1) rgr 13 another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors Trustees or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing stablishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant Participant-voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors Trustees informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF SMFI or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIFSMFI, or submitting the question whether such segregation should be implemented to a vote of all affected Participants Contractholders and, as appropriate, segregating the assets of any particular group (e.g., annuity ParticipantsContractholders, life insurance Participants or all ParticipantsContractholders) that votes in favor of such segregation, or offering to the affected Participants Contractholders the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant Contractholders voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIFSMFI's election, to withdraw each Account's investment in AVIF SMFI or any Fund. 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 SMFI gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF SMFI shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIFSMFI. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF SMFI within six (6) months after AVIFSMFI's Board of Directors informs LIFE COMPANY that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF SMFI shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIFSMFI. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 ParticipantsContractholders. (e) 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 SMFI or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants Contractholders materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if If it is determined by a majority of the members of the Board of Directors Board, or a majority of the Disinterested Directors Directors, that a material irreconcilable conflict exists, LIFE COMPANY Fortis Benefits and the other life insurance companies utilizing the Fund will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its their own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts separate accounts (including the Separate Account) from AVIF the Fund or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund Portfolio of AVIFthe Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantscontract owners or participants, life insurance Participants contract owners or all Participantscontract owners and participants of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected Participants contract owners or participants the option of making such a change; andand/or (ii) establishing a new registered investment company of the type defined as a "management companyManagement Company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management companyManagement Company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYFortis Benefits's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Fortis Benefits may be required, at AVIFthe Board's election, to withdraw each the Separate Account's investment in AVIF or any Fundthe Fund and terminate this Agreement; 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 Directors. 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 the Fund gives notice to LIFE COMPANY Fortis Benefits that this provision is being implemented, and until such withdrawal AVIF withdrawal, the Fund shall continue to accept and implement orders by LIFE COMPANY Fortis Benefits for the purchase the.purchase and redemption of Shares shares of AVIFthe Fund. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY Fortis Benefits conflicts with the majority of other state regulators, then LIFE COMPANY Fortis Benefits will withdraw each the Separate Account's investment in AVIF the Fund within six (6) months after AVIFthe Fund's Board of Directors informs LIFE COMPANY Fortis Benefits that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF the Fund shall continue to accept and implement orders by LIFE COMPANY Fortis Benefits for the purchase and redemption of Shares shares of AVIF. No charge or penalty will be imposed as a result of such withdrawalthe Fund. (d) LIFE COMPANY Fortis Benefits 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 Participants. (e) 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 the Fund or any of its affiliates Adviser be required to establish a new funding medium for any Contracts. LIFE COMPANY Fortis Benefits will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY the Insurance Companies will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's the Insurance Company’s decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY the Insurance Companies may be required, at AVIF's ’s election, to withdraw each Account's ’s investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY the Insurance Company that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY the Insurance Company for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY an Insurance Company conflicts with the majority of other state regulators, then LIFE COMPANY the Insurance Company will withdraw each Account's ’s investment in AVIF within six (6) months after AVIF's the Board of Directors informs LIFE COMPANY the Insurance 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 LIFE COMPANY the Insurance Companies for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY Each Insurance 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY The Insurance Companies will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a to "management company" in Section 4(3) of the 1940 Act or a new separate account amount that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY Insurer and the other life insurance companies utilizing the Fund will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its their own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts separate accounts from AVIF the Fund or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund Portfolio of AVIFthe Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantscontract owners or participants, life insurance Participants contract owners or all Participantscontract owners and participants of one or more life insurance companies utilizing the Fund) that votes in favor of such segregation, or offering to the affected Participants contract owners or participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" “Management Company” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management companyManagement Company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's Insurer’s decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Insurer may be required, at AVIF's the Fund’s election, to withdraw each the Separate Account's ’s investment in AVIF or any the Fund. 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 the Fund gives notice to LIFE COMPANY Insurer that this provision is being implemented, and until such withdrawal AVIF Distributor and the Fund shall continue to accept and implement orders by LIFE COMPANY Insurer for the purchase and redemption of Shares shares of AVIFthe Fund. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY Insurer 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 Participants. Insurer understands that the Fund reserves the right to pay any portion of a redemption in kind of portfolio securities if the Board of Directors determines that it would be detrimental to the best interests of shareholders to make a redemption wholly in cash. (ed) 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 the Fund or any of its affiliates Distributor be required to establish a new funding medium for any Contracts. LIFE COMPANY Insurer will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY INSURER will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYINSURER's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY INSURER may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY INSURER that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY INSURER for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY INSURER conflicts with the majority of other state regulators, then LIFE COMPANY INSURER will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE COMPANY INSURER 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 LIFE COMPANY INSURER for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY INSURER 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY INSURER will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY AIG will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYAIG's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY AIG may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY AIG that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY AIG for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY AIG conflicts with the majority of other state regulators, then LIFE COMPANY AIG will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE COMPANY AIG 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 LIFE COMPANY AIG for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY AIG 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY AIG will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY ALNY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYALNY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY ALNY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY ALNY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY ALNY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY ALNY conflicts with the majority of other state regulators, then LIFE COMPANY ALNY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE COMPANY ALNY that it has determined that such decision has created a material irreconcilable conflictconflict (after consideration of the interests of all Participants), and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY ALNY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY ALNY 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any ContractsPolicies. LIFE COMPANY ALNY will not be required by the terms hereof to establish a new funding medium for any Contracts Policies if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF (IVIF) or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIFAVIF (IVIF), or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's ’s decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's AVIF (IVIF)‘s election, to withdraw each Account's ’s investment in AVIF (IVIF) or any Fund. 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 (IVIF) gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF (IVIF) shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIFAVIF (IVIF). (c) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's ’s investment in AVIF (IVIF) within six (6) months after AVIF's AVIF (IVIF)‘s Board of Directors informs LIFE COMPANY that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF (IVIF) shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIFAVIF (IVIF). No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF (IVIF) or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY Sun Life will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYSun Life's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Sun Life may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY Sun Life that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY Sun Life for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY Sun Life conflicts with the majority of other state regulators, then LIFE COMPANY Sun Life will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE COMPANY Sun Life 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 LIFE COMPANY Sun Life for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY Sun Life 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY Sun Life will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIFAVIF , or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's ’s decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's ’s election, to withdraw each Account's ’s investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's ’s investment in AVIF within six (6) months after AVIF's ’s Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIFAVIF . No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g.E.G., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to 13 LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY the Company and the other life insurance companies utilizing the Fund will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its their own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts separate accounts from AVIF the Fund or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund Portfolio of AVIFthe Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantscontract owners or participants, life insurance Participants contract owners or all Participantscontract owners and participants of one or more life insurance companies utilizing the Fund) that votes in favor of such segregation, or offering to the affected Participants contract owners or participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" “Management Company” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management companyManagement Company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's Insurer’s decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY the Company may be required, at AVIF's the Fund’s election, to withdraw each the Separate Account's ’s investment in AVIF or any the Fund. 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 the Fund gives notice to LIFE COMPANY Insurer that this provision is being implemented, and until such withdrawal AVIF Distributor and the Fund shall continue to accept and implement orders by LIFE COMPANY Insurer for the purchase and redemption of Shares shares of AVIFthe Fund. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY Insurer conflicts with the majority of other state regulators, then LIFE COMPANY Insurer will withdraw each the Separate Account's ’s investment in AVIF the Fund within six (6) months after AVIF's the Fund’s Board of Directors informs LIFE COMPANY Insurer that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF Distributor and Fund shall continue to accept and implement orders by LIFE COMPANY the Company for the purchase and redemption of Shares shares of AVIF. No charge or penalty will be imposed as a result of such withdrawalthe Fund. (d) LIFE COMPANY 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 Participants. (e) 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 the Fund or any of its affiliates Distributor be required to establish a new funding medium for any Contracts. LIFE COMPANY The Company will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a1) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY Company will, if it is a Participating Insurance Company for which a involved in the material irreconcilable conflict is relevantconflict, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Variable Accounts from AVIF Ivy Funds VIP or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund of AVIFPortfolio, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, Contract Owners or life insurance Participants contract owners of one or all Participantsmore Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Participants participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b2) If the material irreconcilable conflict arises because of LIFE COMPANY's Company’s decision to disregard Participant Contract Owner voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Company may be required, required at AVIF's Ivy Funds VIP’s election, to withdraw each Variable Account's ’s investment in AVIF Ivy Funds VIP or any FundPortfolio. 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 Ivy Funds VIP gives notice to LIFE COMPANY Company that this provision is being implemented, and until such withdrawal AVIF Ivy Funds VIP shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares shares of AVIFIvy Funds VIP. (c3) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY Company conflicts with the majority of other state regulators, then LIFE COMPANY Company will withdraw each Variable Account's ’s investment in AVIF Ivy Funds VIP within six (6) months after AVIF's the Board of Directors informs LIFE COMPANY Company that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF Ivy Funds VIP shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares shares of AVIFIvy Funds VIP. No charge or penalty will be imposed as a result of such withdrawal. (d4) LIFE COMPANY 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 ParticipantsContract Owners. (e5) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF Ivy Funds VIP or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY Company will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants Contract Owners materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF SMFI or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIFSMFI, or submitting the question whether such segregation should be implemented to a vote of all affected Participants Contractholders and, as appropriate, segregating the assets of any particular group (e.g., annuity ParticipantsContractholders, life insurance Participants or all ParticipantsContractholders) that votes in favor of such segregation, or offering to the affected Participants Contractholders the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's ’s decision to disregard Participant Contractholders voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's SMFI’s election, to withdraw each Account's ’s investment in AVIF SMFI or any Fund. 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 SMFI gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF SMFI shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIFSMFI. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's ’s investment in AVIF SMFI within six (6) months after AVIF's SMFI’s Board of Directors informs LIFE COMPANY that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF SMFI shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIFSMFI. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 ParticipantsContractholders. (e) 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 SMFI or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants Contractholders materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY Guardian will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's Guardian’s decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Guardian may be required, at AVIF's ’s election, to withdraw each Account's ’s investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY Guardian that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY Guardian for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY Guardian conflicts with the majority of other state regulators, then LIFE COMPANY Guardian will withdraw each Account's ’s investment in AVIF within six (6) months after AVIF's ’s Board of Directors informs LIFE COMPANY Guardian 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 LIFE COMPANY Guardian for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY Guardian 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY Guardian will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, and if the LIFE COMPANY will, if it is a Participating Insurance Company responsible for which a such material irreconcilable conflict is relevantconflict, and provided that AVIF did not cause such material irreconcilable conflict; the LIFE COMPANY, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) to withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of . If the type defined as a "management company" in Section 4(3) of irreconcilable conflict was caused by AVIF or its affiliates, AVIF agrees to pay for whatever steps are necessary to remedy or eliminate the 1940 Act or a new separate account that is operated as a management companymaterial irreconcilable conflict. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implementedimplemented or such longer time as required to receive any required exemptive relief from the SEC, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE COMPANY that it has determined that such decision has created a material irreconcilable conflictconflict or such longer time as required to receive any required exemptive relief from the SEC, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY agrees The Parties agree 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g.E.G., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to 11 LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY Prudential will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's Prudential’s decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Prudential may be required, at AVIF's ’s election, to withdraw each Account's ’s investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY Prudential that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY Prudential for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY Prudential conflicts with the majority of other state regulators, then LIFE COMPANY Prudential will withdraw each Account's ’s investment in AVIF within six (6) months after AVIF's ’s Board of Directors informs LIFE COMPANY Prudential 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 LIFE COMPANY Prudential for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY Prudential 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any ContractsPolicies. LIFE COMPANY Prudential will not be required by the terms hereof to establish a new funding medium for any Contracts Policies if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors Trustees or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY JNL will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g.E.G., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYJNL's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY JNL may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY JNL that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY JNL for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY JNL conflicts with the majority of other state regulators, then LIFE COMPANY JNL will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors Trustees informs LIFE COMPANY JNL 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 LIFE COMPANY JNL for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY JNL 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY JNL will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY American Enterprise Life will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYAmerican Enterprise Life's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY American Enterprise Life may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY American Enterprise Life that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY American Enterprise Life for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY American Enterprise Life conflicts with the majority of other state regulators, then LIFE COMPANY American Enterprise Life will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE COMPANY American Enterprise Life 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 LIFE COMPANY American Enterprise Life for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY American Enterprise Life 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY American Enterprise Life will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors Trustees or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIFAVIF and provided such withdrawal shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Trustees. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors Trustees informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIFAVIF and provided such withdrawal shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Trustees. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors Trustees or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's 'S decision to disregard any Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors Trustees informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the its Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY Company will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF FAIP or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIFFAIP, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., variable annuity Participants, contract owners or variable life insurance Participants or all Participantscontract owners) that votes in favor of such segregation, or offering to the affected Participants contract owners the option of making such a change; and (ii) establishing a new registered management investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYCompany's decision to disregard Participant Participants' voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Company may be required, at AVIFFAIP's election, to withdraw each Account's investment in AVIF FAIP or any Fund. 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 FAIP gives notice to LIFE COMPANY Company that this provision is being implemented, and until such withdrawal AVIF FAIP shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares of AVIFFAIP. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY Company conflicts with the majority of other state regulators, then LIFE COMPANY Company will withdraw each Account's investment in AVIF FAIP within six (6) months after AVIFFAIP's Board of Directors informs LIFE COMPANY Company that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF FAIP shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares of AVIFFAIP. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY Sun Life will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g.E.G., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYSun Life's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Sun Life may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY Sun Life that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY Sun Life for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY Sun Life conflicts with the majority of other state regulators, then LIFE COMPANY Sun Life will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE COMPANY Sun Life 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 LIFE COMPANY Sun Life for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY Sun Life 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY Sun Life will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY Company and the other life insurance companies utilizing the Fund will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its their own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts separate accounts from AVIF the Fund or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund Portfolio of AVIFthe Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantscontract owners or participants, life insurance Participants contract owners or all Participantscontract owners and participants of one or more life insurance companies utilizing the Fund) that votes in favor of such segregation, or offering to the affected Participants Contract owners the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" “Management Company” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management companyManagement Company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's Company’s decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Company may be required, at AVIF's the Fund’s election, to withdraw each the Account's ’s investment in AVIF or any the Fund. 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 the Fund gives notice to LIFE COMPANY Company that this provision is being implemented, and until such withdrawal AVIF Distributor and the Fund shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares shares of AVIFthe Fund. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY Company conflicts with the majority of other state regulators, then LIFE COMPANY Company will withdraw each the Account's ’s investment in AVIF the Fund within six (6) months after AVIF's Board of the Directors informs LIFE COMPANY inform Company that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF Distributor and Fund shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares shares of AVIF. No charge or penalty will be imposed as a result of such withdrawalthe Fund. (d) LIFE COMPANY 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 ParticipantsContract owners. (e) 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 the Fund or any of its affiliates Distributor be required to establish a new funding medium for any Contracts. LIFE COMPANY Company will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants Contract owners materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY Insurer and the other life insurance companies utilizing the Fund will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its their own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts separate accounts from AVIF the Fund or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund Portfolio of AVIFthe Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantscontract owners or participants, life insurance Participants contract owners or all Participantscontract owners and participants of one or more life insurance companies utilizing the Fund) that votes in favor of such segregation, or offering to the affected Participants contract owners or participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management companyManagement Company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management companyManagement Company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYInsurer's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Insurer may be required, at AVIFthe Fund's election, to withdraw each the Separate Account's investment in AVIF or any the Fund. 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 the Fund gives notice to LIFE COMPANY Insurer that this provision is being implemented, and until such withdrawal AVIF Distributor and the Fund shall continue to accept and implement orders by LIFE COMPANY Insurer for the purchase and redemption of Shares shares of AVIFthe Fund. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY Insurer 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 Participants. Insurer understands that the Fund reserves the right to pay any portion of a redemption in kind of portfolio securities if the Board of Directors determines that it would be detrimental to the best interests of shareholders to make a redemption wholly in cash. (ed) 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 the Fund or any of its affiliates Distributor be required to establish a new funding medium for any Contracts. LIFE COMPANY Insurer will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors Trustees or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY Nationwide will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYNationwide's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Nationwide may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY Nationwide that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY Nationwide for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY Nationwide conflicts with the majority of other state regulators, then LIFE COMPANY Nationwide will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors Trustees informs LIFE COMPANY Nationwide 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 LIFE COMPANY Nationwide for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY Nationwide 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY Nationwide will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) For purposes hereof, ; a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY IDS Life of New York will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYIDS Life of New York's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY IDS Life of New York may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY IDS Life of New York that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY IDS Life of New York for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY IDS Life of New York conflicts with the majority of other state regulators, then LIFE COMPANY IDS Life of New York will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE COMPANY IDS Life of New York 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 LIFE COMPANY IDS Life of New York for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY IDS Life of New York 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY IDS Life of New York will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY Insurer and the other life insurance companies utilizing the Fund will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its their own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts separate accounts from AVIF the Fund or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund Portfolio of AVIFthe Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantscontract owners or participants, life insurance Participants contract owners or all Participantscontract owners and participants of one or more life insurance companies utilizing 12 the Fund) that votes in favor of such segregation, or offering to the affected Participants contract owners or participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management companyManagement Company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management companyManagement Company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYInsurer's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Insurer may be required, at AVIFthe Fund's election, to withdraw each the Separate Account's investment in AVIF or any the Fund. 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 the Fund gives notice to LIFE COMPANY Insurer that this provision is being implemented, and until such withdrawal AVIF Distributor and the Fund shall continue to accept and implement orders by LIFE COMPANY Insurer for the purchase and redemption of Shares shares of AVIFthe Fund. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY Insurer conflicts with the majority of other state regulators, then LIFE COMPANY Insurer will withdraw each the Separate Account's investment in AVIF the Fund within six (6) months after AVIFthe Fund's Board of Directors informs LIFE COMPANY Insurer that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF Distributor and Fund shall continue to accept and implement orders by LIFE COMPANY Insurer for the purchase and redemption of Shares shares of AVIF. No charge or penalty will be imposed as a result of such withdrawalthe Fund. (d) LIFE COMPANY Insurer 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 Participants. (e) 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 the Fund or any of its affiliates 13 Distributor be required to establish a new funding medium for any Contracts. LIFE COMPANY Insurer will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY Insurer and the other life insurance companies utilizing the Fund will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its their own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts separate accounts from AVIF the Fund or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund Portfolio of AVIFthe Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantscontract owners or participants, life insurance Participants contract owners or all Participantscontract owners and participants of one or more life insurance companies utilizing the Fund) that votes in favor of such segregation, or offering to the affected Participants contract owners or participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management companyManagement Company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management companyManagement Company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYInsurer's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Insurer may be required, at AVIFthe Fund's election, to withdraw each the Separate Account's investment in AVIF or any the Fund. No charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal must take place within six (6) months 180 days after AVIF the Fund gives notice to LIFE COMPANY Insurer that this provision is being implemented, and until such withdrawal AVIF Distributor and the Fund shall continue to accept and implement orders by LIFE COMPANY Insurer for the purchase and redemption of Shares shares of AVIFthe Fund. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY Insurer conflicts with the majority of other state regulators, then LIFE COMPANY Insurer will withdraw each the Separate Account's investment in AVIF the Fund within six (6) months 180 days after AVIFthe Fund's Board of Directors informs LIFE COMPANY Insurer that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF Distributor and Fund shall continue to accept and implement orders by LIFE COMPANY Insurer for the purchase and redemption of Shares shares of AVIF. No charge or penalty will be imposed as a result of such withdrawalthe Fund. (d) LIFE COMPANY Insurer 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 Participants. (e) 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 the Fund or any of its affiliates Distributor be required to establish a new funding medium for any Contracts. LIFE COMPANY Insurer will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY AGAIC will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYAGAIC's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY AGAIC may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY AGAIC that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY AGAIC for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY AGAIC conflicts with the majority of other state regulators, then LIFE COMPANY AGAIC will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE COMPANY AGAIC 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 LIFE COMPANY AGAIC for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY AGAIC 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY AGAIC will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined Determined by a majority of the Disinterested Directors), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment Investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implementedImplemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund, provided, however, that such withdraw and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Trustees of the Board. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors Trustees or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY FSLIC and the other life insurance companies utilizing the Trust will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its their own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts separate accounts from AVIF the Trust or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIFthe Trust, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantscontract owners or participants, life insurance Participants contract owners or all Participantscontract owners and participants of one or more life insurance companies utilizing the Trust) that votes in favor of such segregation, or offering to the affected Participants contract owners or participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management companyManagement Company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management companyManagement Company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYFSLIC's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY FSLIC may be required, at AVIFthe Trust's election, to withdraw each the Separate Account's investment in AVIF or any Fundthe Trust. 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 the Trust gives notice to LIFE COMPANY FSLIC that this provision is being implemented, and until such withdrawal AVIF the Distributor and Trust shall continue to accept and implement orders by LIFE COMPANY FSLIC for the purchase and redemption of Shares shares of AVIFthe Trust. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY FSLIC conflicts with the majority of other state regulators, then LIFE COMPANY FSLIC will withdraw each the Separate Account's investment in AVIF the Trust within six (6) months after AVIFthe Trust's Board of Directors Trustees informs LIFE COMPANY FSLIC that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF the Distributor and Trust shall continue to accept and implement orders by LIFE COMPANY FSLIC for the purchase and redemption of Shares shares of AVIF. No charge or penalty will be imposed as a result of such withdrawalthe Trust. (d) LIFE COMPANY FSLIC 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 Participants. (e) . For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF the Trust or any of its affiliates the Distributor be required to establish a new funding medium for any of the Contracts. LIFE COMPANY FSLIC will not be required by the terms hereof to establish a new funding medium for any of the Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY ALNY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's ALNY’s decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY ALNY may be required, at AVIF's AVJF’s election, to withdraw each Account's ’s investment in AVIF AV1F or any Fund. No charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal must take place within six (6) months 6)months after AVIF gives notice to LIFE COMPANY ALNY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY ALNY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY ALNY conflicts with the majority of other state regulators, then LIFE COMPANY ALNY will withdraw each Account's ’s investment in AVIF AVJF within six (6) months after AVIF's ’s Board of Directors informs LIFE COMPANY ALNY that it has determined that such decision has created a material irreconcilable conflictconflict (after consideration of the interests of all Participants), and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY ALNY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY ALNY 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 Participants. (e) 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 A VIF or any of its affiliates be required to establish a new funding medium for any ContractsPolicies. LIFE COMPANY ALNY will not be required by the terms hereof to establish a new funding medium for any Contracts Policies if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a PA-SFG.AGR 050799 (1) mt 12 majority of the Disinterested Directors), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g.E.G., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If if the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.. PA-SFG.AGR 050799 (1) mt 13

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY Insurer and the other life insurance companies utilizing the Fund will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its their own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts separate accounts from AVIF the Fund or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund Portfolio of AVIFthe Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantscontract owners or participants, life insurance Participants contract owners or all Participantscontract owners and participants of one or more life insurance companies utilizing the Fund) that votes in favor of such segregation, or offering to the affected Participants contract owners or participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" Management Company (in Section 4(3) of the 1940 Act or a new separate account that is operated as a management companyManagement Company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYInsurer's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Insurer may be required, at AVIFthe Fund's election, to withdraw each the Separate Account's investment in AVIF or any the Fund. 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 the Fund gives notice to LIFE COMPANY Insurer that this provision is being implemented, and until such withdrawal AVIF Distributor and the Fund shall continue to accept and implement orders by LIFE COMPANY Insurer for the purchase and redemption of Shares shares of AVIFthe Fund. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY Insurer conflicts with the majority of other state state. regulators, then LIFE COMPANY Insurer will withdraw each the Separate Account's investment in AVIF the Fund within six (6) months after AVIFthe Fund's Board of Directors informs LIFE COMPANY Insurer that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF Distributor and Fund shall continue to accept and implement orders by LIFE COMPANY Insurer for the purchase and redemption of Shares shares of AVIF. No charge or penalty will be imposed as a result of such withdrawalthe Fund. (d) LIFE COMPANY Insurer 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 Participants. (e) 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 In"DQ event, however, will AVIF the Fund or any of its affiliates Distributor be required to establish a new funding medium for any Contracts. LIFE COMPANY Insurer will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do do, so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, MLLIC will if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's MLLICs decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY MLLIC may be requiredrequited, at AVIF's AVIFs election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY MLLIC that this provision is being implemented, and until such withdrawal AVIF AVIF; shall continue to accept and implement orders by LIFE COMPANY MLLIC for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY MLLIC conflicts with the majority of other state regulators, then LIFE COMPANY MLLIC will withdraw each Account's investment inurement in AVIF within six (6) months after AVIF's AVIFs Board of Directors informs LIFE COMPANY Informs MLLIC 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 LIFE COMPANY MLLIC for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY MLLIC 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY MLLIC will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a1) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY Company will, if it is a Participating Insurance Company for which a involved in the material irreconcilable conflict is relevantconflict, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Variable Accounts from AVIF Ivy Funds VIP or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund of AVIFPortfolio, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantsparticipants, life insurance Participants participants or all Participantsparticipants) that votes in favor of such segregation, or offering to the affected Participants participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b2) If the material irreconcilable conflict arises because of LIFE COMPANY's Company’s decision to disregard Participant Contract Owner voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Company may be required, required at AVIF's Ivy Funds VIP’s election, to withdraw each Variable Account's ’s investment in AVIF Ivy Funds VIP or any FundPortfolio. 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 Ivy Funds VIP gives notice to LIFE COMPANY Company that this provision is being implemented, and until such withdrawal AVIF Ivy Funds VIP shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares shares of AVIFIvy Funds VIP. (c3) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY Company conflicts with the majority - - of other state regulators, then LIFE COMPANY Company will withdraw each Variable Account's ’s investment in AVIF Ivy Funds VIP within six (6) months after AVIF's the Board of Directors informs LIFE COMPANY Company that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF Ivy Funds VIP shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares shares of AVIFIvy Funds VIP. No charge or penalty will be imposed as a result of such withdrawal. (d4) LIFE COMPANY 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 Participantsparticipants. (e5) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF Ivy Funds VIP or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY Company will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's 'S decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY G-WL&A will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's G-WL&A’s decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY G-WL&A may be required, at AVIF's ’s election, to withdraw each Account's ’s investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY G-WL&A that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY G-WL&A for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY G-WL&A conflicts with the majority of other state regulators, then LIFE COMPANY G-WL&A will withdraw each Account's ’s investment in AVIF within six (6) months after AVIF's ’s Board of Directors informs LIFE COMPANY G-WL&A 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 LIFE COMPANY G-WL&A for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY G-WL&A 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY G-WL&A will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors Trustees or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's 'S decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors Trustees informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participantsparticipants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not lot any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a1) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors disinterested trustees that a material irreconcilable conflict exists, LIFE COMPANY Company will, if it is a Participating Insurance Company for which a involved in the material irreconcilable conflict is relevantconflict, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested Directorsdisinterested trustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Variable Accounts from AVIF the Trust or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund of AVIFPortfolio, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantsparticipants, life insurance Participants participants or all Participantsparticipants) that votes in favor of such segregation, or offering to the affected Participants participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b2) If the material irreconcilable conflict arises because of LIFE COMPANY's Company’s decision to disregard Participant Contract Owner voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Company may be required, required at AVIF's the Trust’s election, to withdraw each Variable Account's ’s investment in AVIF or any FundPortfolio. 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 the Trust gives notice to LIFE COMPANY Company that this provision is being implemented, and until such withdrawal AVIF the Trust shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares shares of AVIFthe Portfolios. (c3) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY Company conflicts with the majority of other state regulators, then LIFE COMPANY Company will withdraw each Variable Account's ’s investment in AVIF any Portfolio within six (6) months after AVIF's the Board of Directors informs LIFE COMPANY Company that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF the Trust shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares shares of AVIFthe Portfolios. No charge or penalty will be imposed as a result of such withdrawal. (d4) LIFE COMPANY 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 Participantsparticipants. (e5) For purposes hereof, a majority of the Disinterested Directors disinterested trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF the Trust or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY Company will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a1) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY Company will, if it is a Participating Insurance Company for which a involved in the material irreconcilable conflict is relevantconflict, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Variable Accounts from AVIF Ivy Funds VIP or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund of AVIFPortfolio, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantsparticipants, life insurance Participants participants or all Participantsparticipants) that votes in favor of such segregation, or offering to the affected Participants participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company.. [page break] (b2) If the material irreconcilable conflict arises because of LIFE COMPANY's Company’s decision to disregard Participant Contract Owner voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Company may be required, required at AVIF's Ivy Funds VIP’s election, to withdraw each Variable Account's ’s investment in AVIF Ivy Funds VIP or any FundPortfolio. 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 Ivy Funds VIP gives notice to LIFE COMPANY Company that this provision is being implemented, and until such withdrawal AVIF Ivy Funds VIP shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares shares of AVIFIvy Funds VIP. (c3) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY Company conflicts with the majority of other state regulators, then LIFE COMPANY Company will withdraw each Variable Account's ’s investment in AVIF Ivy Funds VIP within six (6) months after AVIF's the Board of Directors informs LIFE COMPANY Company that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF Ivy Funds VIP shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares shares of AVIFIvy Funds VIP. No charge or penalty will be imposed as a result of such withdrawal. (d4) LIFE COMPANY 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 Participantsparticipants. (e5) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF Ivy Funds VIP or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY Company will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors Trustees or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's ’s decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's ’s election, to withdraw each Account's ’s investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's ’s investment in AVIF within six (6) months after AVIF's ’s Board of Directors Trustees informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF SMFI or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIFSMFI, or submitting the question whether such segregation should be implemented to a vote of all affected Participants Contractholders and, as appropriate, segregating the assets of any particular group (e.g., annuity ParticipantsContractholders, life insurance Participants or all ParticipantsContractholders) that votes in favor of such segregation, or offering to the affected Participants Contractholders the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's ’S decision to disregard Participant Contractholders voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's SMFI’s election, to withdraw each Account's ’s investment in AVIF SMFI or any Fund. 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 SMFI gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF SMFI shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIFSMFI. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's ’s investment in AVIF SMFI within six (6) months after AVIF's SMFI’s Board of Directors informs LIFE COMPANY that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF SMFI shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIFSMFI. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 ParticipantsContractholders. (e) 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 SMFI or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants Contractholders materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY Prudential will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYPrudential's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Prudential may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY Prudential that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY Prudential for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY Prudential conflicts with the majority of other state regulators, then LIFE COMPANY Prudential will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE COMPANY Prudential 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 LIFE COMPANY Prudential for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY Prudential 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any ContractsPolicies. LIFE COMPANY Prudential will not be required by the terms hereof to establish a new funding medium 14 18 for any Contracts Policies if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) a. It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY Company will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing i. Withdrawing the assets allocable to some or all of the Variable Accounts from AVIF Ivy Funds VIP or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund of AVIFPortfolio, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantsparticipants, life insurance Participants participants or all Participantsparticipants) that votes in favor of such segregation, or offering to the affected Participants participants the option of making such a change; and (ii) establishing . Establishing a new registered investment company of the type defined as a "“management company" ” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) b. If the material irreconcilable conflict arises because of LIFE COMPANY's Company’s decision to disregard Participant participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Company may be required, required at AVIF's Ivy Funds VIP’s election, to withdraw each Variable Account's ’s investment in AVIF Ivy Funds VIP or any FundPortfolio. 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 Ivy Funds VIP gives notice to LIFE COMPANY Company that this provision is being implemented, and until such withdrawal AVIF Ivy Funds VIP shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares shares of AVIFIvy Funds VIP. (c) c. If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to LIFE COMPANY Company conflicts with the majority of other state regulators, then LIFE COMPANY Company will withdraw each Variable Account's ’s investment in AVIF Ivy Funds VIP within six (6) months after AVIF's the Board of Directors informs LIFE COMPANY Company that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF Ivy Funds VIP shall continue to accept and implement orders by LIFE COMPANY Company for the purchase and redemption of Shares shares of AVIFIvy Funds VIP. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY d. 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 Participantsparticipants. (e) e. For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF Ivy Funds VIP or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY Company will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors Trustees or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict existsexists affecting AGL, LIFE COMPANY AGL will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts separate account from AVIF the Fund or any Fund series and reinvesting such assets in a different investment medium, including another series of the Fund of AVIFor another investment company, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, variable life insurance Participants contract owners, variable annuity contract owners or all Participantsvariable contract owners and participants of one or more life insurance companies utilizing the Fund) that votes in favor of such segregation, or offering to the affected Participants variable contract owners or participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management companyManagement Company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management companyManagement Company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYAGL's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY AGL may be required, at AVIFthe Fund's election, to withdraw each the Separate Account's investment in AVIF or any the Fund. 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 the Fund gives notice to LIFE COMPANY AGL that this provision is being implemented, and until such withdrawal AVIF the Distributor and Fund shall continue to accept and implement orders by LIFE COMPANY AGL for the purchase and redemption of Shares shares of AVIFthe Fund. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY AGL conflicts with the majority of other state regulators, then LIFE COMPANY AGL will withdraw each the Separate Account's investment in AVIF the Fund within six (6) months after AVIFthe Fund's Board of Directors informs LIFE COMPANY AGL that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF the Distributor and Fund shall continue to accept and implement orders by LIFE COMPANY AGL for the purchase and redemption of Shares shares of AVIF. No charge or penalty will be imposed as a result of such withdrawalthe Fund. (d) LIFE COMPANY AGL 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 Participants. (e) 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 the Fund or any of its affiliates the Distributor be required to establish a new funding medium for any ContractsPolicies. LIFE COMPANY AGL will not be required by the terms hereof to establish a new funding medium for any Contracts Policies if an any offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors Trustees or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g.E.G., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing stablishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant Participant-voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors Trustees informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, SECURITY LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYSECURITY LIFE's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, SECURITY LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to SECURITY LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by SECURITY LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to SECURITY LIFE COMPANY conflicts with the majority of other state regulators, then SECURITY LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs SECURITY LIFE 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 SECURITY LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) SECURITY LIFE 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. SECURITY LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY Fortis Benefits and the other life insurance companies utilizing the Fund will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its their own 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 the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts separate accounts from AVIF the Fund or any Fund Portfolio and reinvesting such assets in a different investment medium, including another Fund Portfolio of AVIFthe Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantscontract owners or participants, life insurance Participants contract owners or all Participantscontract owners and participants of one or more life insurance companies utilizing the Fund) that votes in favor of such segregation, or offering to the affected Participants contract owners or participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management companyManagement Company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management companyManagement Company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYFortis Benefits's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY Fortis Benefits may be required, at AVIFthe Fund's election, to withdraw each the Separate Account's investment in AVIF or any the Fund. 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 the Fund gives notice to LIFE COMPANY Fortis Benefits that this provision is being implemented, and until such withdrawal AVIF shall INVESCO and the Fund shall, continue to accept and implement orders by LIFE COMPANY Fortis Benefits for the purchase and redemption of Shares shares of AVIFthe Fund. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY Fortis Benefits conflicts with the majority of other state regulators, then LIFE COMPANY Fortis Benefits will withdraw each the Separate Account's investment in AVIF the Fund within six (6) months after AVIFthe Fund's Board of Directors informs LIFE COMPANY Fortis Benefits that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF INVESCO and Fund shall continue to accept and implement orders by LIFE COMPANY Fortis Benefits for the purchase and redemption of Shares shares of AVIF. No charge or penalty will be imposed as a result of such withdrawalthe Fund. (d) LIFE COMPANY Fortis Benefits 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 Participants. (e) 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 the Fund or any of its affiliates INVESCO be required to establish a new funding medium for any Contracts. LIFE COMPANY Fortis Benefits will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY American Partners Life will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYAmerican Partners Life's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY American Partners Life may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY American Partners Life that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY American Partners Life for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY American Partners Life conflicts with the majority of other state regulators, then LIFE COMPANY American Partners Life will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE COMPANY American Partners Life 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 LIFE COMPANY American Partners Life for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY American Partners Life 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY American Partners Life will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors Trustees or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY ANLIC and the other life insurance companies utilizing the Trust will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its their own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts separate accounts from AVIF the Trust or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIFthe Trust, or submitting the question whether such segregation should be implemented to a vote of all affected Participants participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participantscontract owners or participants, life insurance Participants contract owners or all Participantscontract owners and participants of one or more life insurance companies utilizing the Trust) that votes in favor of such segregation, or offering to the affected Participants contract owners or participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management companyManagement Company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management companyManagement Company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYANLIC's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY ANLIC may be required, at AVIFthe Trust's election, to withdraw each the Separate Account's investment in AVIF or any Fundthe Trust. 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 the Trust gives notice to LIFE COMPANY ANLIC that this provision is being implemented, and until such withdrawal AVIF the Distributor and Trust shall continue to accept and implement orders by LIFE COMPANY ANLIC for the purchase and redemption of Shares shares of AVIFthe Trust. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY ANLIC conflicts with the majority of other state regulators, then LIFE COMPANY ANLIC will withdraw each the Separate Account's investment in AVIF the Trust within six (6) months after AVIFthe Trust's Board of Directors Trustees informs LIFE COMPANY ANLIC that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF the Distributor and Trust shall continue to accept and implement orders by LIFE COMPANY ANLIC for the purchase and redemption of Shares shares of AVIF. No charge or penalty will be imposed as a result of such withdrawalthe Trust. (d) LIFE COMPANY ANLIC 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors Trustees that a material irreconcilable conflict exists, LIFE COMPANY FG-WL&A will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested DirectorsTrustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANYFG-WL&A's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY FG-WL&A may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY FG-WL&A that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY FG-WL&A for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY FG-WL&A conflicts with the majority of other state regulators, then LIFE COMPANY FG-WL&A will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE COMPANY FG-WL&A 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 LIFE COMPANY FG-WL&A for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY FG-WL&A 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 Participants. (e) For purposes hereof, a majority of the Disinterested Directors Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY FG-WL&A will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

Conflict Remedies. (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own 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 the material irreconcilable conflict, which steps may includeInclude, but are line not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or of any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all often affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 1 940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's AVIF s election, to withdraw each Account's investment in AVIF or any Fund. 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 gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's AVIFs Board of Directors informs LIFE 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 LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE 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 Participants. (e) 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 any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has likes been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.