Common use of EXEMPTIVE RELIEF Clause in Contracts

EXEMPTIVE RELIEF. 6.1. Insurer acknowledges that it has reviewed a copy of Fund's mixed and shared funding exemptive order ("Order") and, in particular, has reviewed the conditions to the relief set forth in the related notice ("Notice"). As required by the conditions set forth in the Notice, Insurer shall report any potential or existing conflicts promptly to the Board. In addition, Insurer shall be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised, including, without limitation, information whenever Contract voting instructions are disregarded. Insurer, at least annually, shall submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Order. Insurer agrees to carry out such responsibilities with a view to the interests of existing Contractholders. 6.2. If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to Contractholder investments in Fund, the Board shall give prompt notice to all Participating Companies. If the Board determines that Insurer is a Participating Insurance Company for whom the conflict is relevant, Insurer shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but shall not be limited to: (a) Withdrawing the assets allocable to some or all Separate Accounts from Fund or any Portfolio and reinvesting such assets in a different investment medium, or submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.

EXEMPTIVE RELIEF. 6.1. Insurer acknowledges that it has reviewed a copy of Fund's mixed and shared funding exemptive order ("Order") and, in particular, has reviewed the conditions to the relief set forth in the related notice ("Notice"). As required by the conditions set forth in the Notice, Insurer shall report any potential or existing conflicts of which it is aware promptly to the Board. In addition, Insurer shall be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information reasonably necessary for the Board to consider any issues raised, including, without limitation, information whenever Contract voting instructions are disregarded. Insurer, at least annually, shall submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Order. Insurer agrees to carry out such responsibilities with a view to the interests of existing Contractholders. 6.2. If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to Contractholder investments in Fund, the Board shall give prompt notice to all Participating Companies. If the Board determines that Insurer is a Participating Insurance Company for whom the conflict is relevant, Insurer shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but shall not be limited to: (a) Withdrawing the assets allocable to some or all Separate Accounts from Fund or any Portfolio and reinvesting such assets in a different investment medium, or submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.

EXEMPTIVE RELIEF. 6.1. 6.1 Insurer acknowledges that it has reviewed a copy of Fund's ’s mixed and shared funding exemptive order ("“Order"”) and, in particular, has reviewed the conditions to the relief set forth in the related notice ("“Notice"”). As required by the conditions set forth in the Notice, Insurer shall report any potential or existing conflicts promptly to the Board. In addition, Insurer shall be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised, including, without limitation, information whenever Contract voting instructions are disregarded. Insurer, at least annually, shall submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Order. Insurer agrees to carry out such responsibilities with a view to the interests of existing Contractholders. 6.2. 6.2 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to Contractholder investments in Fund, the Board shall give prompt notice to all Participating Companies. If the Board determines that Insurer is a Participating Insurance Company for whom the conflict is relevant, Insurer shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but shall not be limited to: (a) Withdrawing the assets allocable to some or all Separate Accounts from Fund or any Portfolio and reinvesting such assets in a different investment medium, or submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.i.e. variable annuity or variable life insurance contract owners) that votes in favor of such segregation; and/or (b) Establishing a new registered management investment company. 6.3 If a material irreconcilable conflict arises as a result of a decision by Insurer to disregard Contractholder voting instructions and that decision represents a minority position or would preclude a majority vote by all Contractholders having an interest in Fund, Insurer may be required, at the Board’s election, to withdraw the investments of its Separate Accounts in Fund. 6.4 For the purpose of this Article, a majority of the Disinterested Board Members shall determine whether any proposed action adequately remedies any material irreconcilable conflict. In no event shall Fund or XXX or any other investment adviser of Fund be required to bear the expense of establishing a new funding medium for any Contract. Insurer shall not be required by this Article to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contractholders materially and adversely affected by the material irreconcilable conflict. 6.5 No action by Insurer taken or omitted, and no action by the Separate Account or Fund taken or omitted as a result of any act or failure to act by Insurer pursuant to this Article VI shall relieve Insurer of its obligations under or otherwise affect the operation of Article V. VOTING OF FUND SHARES 7.1 Insurer represents that pass-through voting privileges to its Contractholders are not required by the Act. Insurer shall be responsible for assuring that the Separate Account calculates voting privileges in a manner consistent with other Participating Companies. Insurer shall vote shares for which it has not received timely voting instructions, as well as shares it owns, in the same proportion as it votes those shares for which it has received voting instructions. 7.2 If and to the extent Rule 6e-2 and Rule 6e-3(T) under the Act are amended, or if Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules thereunder with respect to mixed and shared funding on terms and conditions materially different from any exemptions granted in the Order, then Fund, and/or the Participating Companies, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and Rule 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such Rules are applicable.

EXEMPTIVE RELIEF. 6.1. Insurer 6.1 Insurance Company acknowledges that it has reviewed a copy of Fund's mixed and shared funding exemptive order ("Order") the Order and, in particular, has reviewed the conditions to the relief set forth in the related notice ("Notice"). As required by the conditions set forth in the Notice, Insurer Insurance Company shall report any potential or existing conflicts promptly to the Board. In addition, Insurer Insurance Company shall be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised, raised including, without limitation, information whenever Contract voting instructions votinginstructions are disregarded. InsurerInsurance Company, at least annuallyannually (but more frequently if requested by Fund), shall submit to the tothe Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations theobligations imposed upon it by the Order. Insurer Insurance Company agrees to carry out such responsibilities with a view only to the interests theinterests of existing Contractholders. 6.2. 6.2 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists conflictexists with regard to Contractholder investments in Fund, the Board shall give prompt notice to all Participating Companies. If the Ifthe Board determines that Insurer Insurance Company is a Participating Insurance Company for whom the conflict is relevant, Insurer shall Insurance Companyshall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board DisinterestedBoard Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action necessaryaction may include, but shall not be limited to: (a) Withdrawing withdrawing the assets allocable to some or all Separate Accounts from Fund or any Portfolio and reinvesting such assets in a different investment medium, or medium (which may include another Portfolio); (b) submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.

EXEMPTIVE RELIEF. 6.1. Insurer acknowledges that it has reviewed a copy of Fund's ’s mixed and shared funding exemptive order ("“Order"”) and, in particular, has reviewed the conditions to the relief set forth in the related notice ("“Notice"”). As required by the conditions set forth in the Notice, Insurer shall report any potential or existing conflicts promptly to the Board. In addition, Insurer shall be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised, including, without limitation, information whenever Contract voting instructions are disregarded. Insurer, at least annually, shall submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Order. Insurer agrees to carry out such responsibilities with a view to the interests of existing Contractholders. 6.2. If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to Contractholder investments in Fund, the Board shall give prompt notice to all Participating Companies. If the Board determines that Insurer is a Participating Insurance Company for whom the conflict is relevant, Insurer shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but shall not be limited to: (a) Withdrawing the assets allocable to some or all Separate Accounts from Fund or any Portfolio and reinvesting such assets in a different investment medium, or submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.i.e. variable annuity or variable life insurance contract owners) that votes in favor of such segregation; and/or (b) Establishing a new registered management investment company. 6.3. If a material irreconcilable conflict arises as a result of a decision by Insurer to disregard Contractholder voting instructions and that decision represents a minority position or would preclude a majority vote by all Contractholders having an interest in Fund, Insurer may be required, at the Board’s election, to withdraw the investments of its Separate Accounts in Fund. 6.4. For the purpose of this Article, a majority of the Disinterested Board Members shall determine whether any proposed action adequately remedies any material irreconcilable conflict. In no event shall Fund or XXX or any other investment adviser of Fund be required to bear the expense of establishing a new funding medium for any Contract. Insurer shall not be required by this Article to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contractholders materially and adversely affected by the material irreconcilable conflict. 6.5. No action by Insurer taken or omitted, and no action by the Separate Account or Fund taken or omitted as a result of any act or failure to act by Insurer pursuant to this Article VI shall relieve Insurer of its obligations under or otherwise affect the operation of Article V.

EXEMPTIVE RELIEF. 6.1. Insurer 6.1 Insurance Company acknowledges that it has reviewed a copy of Fund's mixed and shared funding exemptive order ("Order") the Order and, in particular, has reviewed the conditions to the relief set forth in the related notice ("Notice"). As required by the conditions set forth in the Notice, Insurer Insurance Company shall report any potential or existing conflicts promptly to the Board. In addition, Insurer Insurance Company shall be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised, raised including, without limitation, information whenever Contract voting instructions are disregarded. InsurerInsurance Company, at least annuallyannually (but more frequently if requested by Fund), shall submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Order. Insurer Insurance Company agrees to carry out such responsibilities with a view to the interests of existing Contractholders. 6.2. 6.2 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to Contractholder investments in Fund, the Board shall give prompt notice to all Participating Companies. If the Board determines that Insurer Insurance Company is a Participating Insurance Company for whom the conflict is relevant, Insurer Insurance Company shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but shall not be limited to: (a) Withdrawing withdrawing the assets allocable to some or all Separate Accounts from Fund or any Portfolio and reinvesting such assets in a different investment medium, or medium (which may include another Portfolio); (b) submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.i.e. variable annuity or variable life insurance Contractholders) that votes in favor of such segregation; and/or (c) establishing a new registered management investment company or managed separate account. 6.3 If a material irreconcilable conflict arises as a result of a decision by Insurance Company to disregard Contractholder voting instructions and that decision represents a minority position or would preclude a majority vote, Insurance Company may be required, at the Board’s election, to withdraw the investments of its Separate Accounts in Fund. No charge or penalty shall be imposed as a result of such withdrawal. 6.4 For the purpose of this Article, a majority of the Disinterested Board Members shall determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event shall Fund or XXX or any other investment adviser of Fund be required to bear the expense of establishing a new funding medium for any Contract. Insurance Company shall not be required by this Article to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contractholders materially and adversely affected by the material irreconcilable conflict. 6.5 No action by Insurance Company taken or omitted, and no action by a Separate Account or Fund taken or omitted as a result of any act or failure to act by Insurance Company pursuant to this Article VI shall relieve Insurance Company of its obligations under, or otherwise affect the operations of, this Article VI.