Common use of MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS Clause in Contracts

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors Trustees will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors Trustees of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors Trustees in carrying out its responsibilities by providing the Board of Directors Trustees with all information reasonably necessary for the Board of Directors Trustees to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF (IVIF) agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("IVIF) (“Participating Insurance Companies"”), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("IVIF) (“Participating Plans"”). LIFE COMPANY agrees to inform the Board of Directors of AVIF (IVIF) of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "“material irreconcilable conflict" ” is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's ’s requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's ’s responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF SMFI agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF SMFI ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF SMFI ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF SMFI of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF FAIP agrees that its Board of Directors will monitor the Funds for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF FAIP ("Participating Insurance Companies"), including each Account, and of participants in all qualified retirement and pension plans investing in AVIF the Funds ("Participating Plans")) and determine what action, if any, should be taken in response to such conflicts. LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such A material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different in Participating Insurance CompaniesPlans; (f) a decision by a Participating Insurance Company to disregard the voting instructions of ParticipantsParticipant; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participantsits Participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY FAIP and Company will assist report any potential or existing conflicts to the Board of Directors and will be responsible for assisting the Board in carrying out its responsibilities under these conditions by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue issues raised. This responsibility includes, including information as but is not limited to, an obligation of Company to a decision by LIFE COMPANY inform the Board whenever it has determined to disregard Participant voting instructions of Participantsinstructions. LIFE COMPANY's Company agrees that such responsibilities in connection with the foregoing shall will be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's SECs requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors Directors, upon their request, with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing investing, in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a ,"material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors Directors, upon their request, with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors Trustees will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY JNL agrees to inform the Board of Directors Trustees of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY JNL will assist the Board of Directors Trustees in carrying out its responsibilities by providing the Board of Directors Trustees with all information reasonably necessary for the Board of Directors Trustees to consider any issue raised, including information as to a decision by LIFE COMPANY JNL to disregard voting instructions of Participants. LIFE COMPANY's JNL"s responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY Prudential agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY Prudential will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY Prudential to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors Trustees will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors Trustees of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors Trustees in carrying out its responsibilities by providing the Board of Directors Trustees with all information reasonably necessary for the Board of Directors Trustees to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors Trustees will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY Phoenix agrees to inform the Board of Directors Trustees of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY Phoenix will assist the Board of Directors Trustees in carrying out its responsibilities by providing the Board of Directors Trustees with all information reasonably necessary for the Board of Directors Trustees to consider any issue raised, including information as to a decision by LIFE COMPANY Phoenix to disregard voting instructions of Participants. LIFE COMPANYPhoenix's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("“Participating Insurance Companies"”), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("“Participating Plans"”). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. awar e. The concept of a "“material irreconcilable conflict" ” is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's ’s requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("“Participating Insurance Companies"”), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("“Participating Plans"”). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "“material irreconcilable conflict" ” is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's ’s requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's ’s responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's =s responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY MLLIC agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY MLLIC will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY MLLIC to disregard voting instructions of Participants. LIFE COMPANYMLLIC's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, ,and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY Cova agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY Cova will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY Cova to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companiescompanies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY Cova agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY Cova will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY Cova to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its As required by the Shared Funding Exemptive Order, the Board of Directors of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the Participants contract owners having an interest in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies")) investing in the Fund, including each the Separate Account, . The Board shall promptly inform Fortis Benefits if it determines that an irreconcilable material conflict exists and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans")the implications thereof. LIFE COMPANY Fortis Benefits agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable or existing conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, ; or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract Participants owners or by Participants owners of different Participating Insurance Companies;life insurance companies' contracts utilizing the Fund; or (f) a decision by a Participating Insurance Company life insurance company utilizing the Fund to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participantscontract owners. Consistent with the SEC's requirements in connection with exemptive orders proceedings of the type referred to in Section 5.1 hereof, LIFE COMPANY Fortis Benefits will assist the Board of Directors in carrying out its responsibilities under the Shared Funding Exemptive Order by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including including, but not limited to, information as to a decision by LIFE COMPANY Fortis Benefits to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-no- action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF SMFI agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants Contractholders in all separate accounts of life insurance companies utilizing AVIF SMFI ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF SMFI ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF SMFI of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants Contractholders or by Participants Contractholders of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of ParticipantsContractholders; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of ParticipantsContractholders. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of ParticipantsContractholders.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors Trustees will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("“Participating Insurance Companies"”), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("“Participating Plans"”). LIFE COMPANY agrees The Insurance Companies agree to inform the Board of Directors Trustees of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "“material irreconcilable conflict" ” is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's ’s requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY the Insurance Companies will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY the Insurance Companies to disregard voting instructions of Participants. LIFE COMPANY's The Insurance Companies’ responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY AGAIC agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY AGAIC will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY AGAIC to disregard voting instructions of Participants. LIFE COMPANYAGAIC's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF The Fund agrees that its Board of Directors Trustees will monitor for the existence of any material irreconcilable conflict between the interests of the Participants participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies")the Fund, including each the Separate Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY Fortis Benefits agrees to inform the Board of Directors Trustees of AVIF the Fund of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any or_ any. similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants participants or by Participants participants of different Participating Insurance Companies;life insurance companies utilizing the Fund; or (f) a decision by a Participating Insurance Company life insurance company utilizing the Fund to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders proceedings of the type referred to in Section 5.1 hereof, LIFE COMPANY Fortis Benefits will assist the Board of Directors Trustees in carrying out its responsibilities by providing the Board of Directors Trustees with all information reasonably necessary for the Board of Directors Trustees to consider any issue raised. Fortis Benefits will report any potential or existing conflicts of which it becomes aware to the Fund's' Board of Trustees. Fortis Benefits will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This assistance shall include, including information as but is not limited to, an obligation by Fortis Benefits (i) to a decision by LIFE COMPANY to disregard inform the Board whenever the voting instructions of Participants. LIFE COMPANY's responsibilities in connection with Contract owners or Participants are disregarded, and (ii) to submit to the foregoing Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by the Shared Funding Order, and such reports, materials and data shall be carried submitted more frequently if deemed appropriate by the Board. Fortis Benefits will carry out its responsibility under this paragraph with a view only to the interests of the Contract owners and Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("“Participating Insurance Companies"”), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("“Participating Plans"”). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "“material irreconcilable conflict" ” is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's ’s requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF (IVIF) agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF (IVIF) ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF (IVIF) ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF (IVIF) of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("“Participating Insurance Companies"”), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("“Participating Plans"”). LIFE COMPANY MLLIC agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "“material irreconcilable conflict" ” is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY MLLIC will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY MLLIC to disregard voting instructions of Participants. LIFE COMPANY's MLLIC’s responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY IDS Life of New York agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY IDS Life of New York will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY IDS Life of New York to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, Account and participants in on all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY ALNY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY ALNY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY ALNY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF SMFI agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants Contractholders in all separate accounts of life insurance companies utilizing AVIF SMFI ("“Participating Insurance Companies"”), including each Account, and participants in all qualified retirement and pension plans investing in AVIF SMFI ("“Participating Plans"”). LIFE COMPANY agrees to inform the Board of Directors of AVIF SMFI of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "“material irreconcilable conflict" ” is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants Contractholders or by Participants Contractholders of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of ParticipantsContractholders; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's ’s requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of ParticipantsContractholders. LIFE COMPANY's ’s responsibilities in connection with the foregoing shall be carried out with a view only to the interests of ParticipantsContractholders.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.for

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its 7.1 The FUND's Board of Directors will monitor the FUND for the existence of any material irreconcilable conflict between and among the interests of the Participants in all separate accounts certificateholders of life insurance companies utilizing AVIF the Separate Accounts ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans the ACCOUNTS) investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board FUND and the participants of Directors of AVIF any of the existence of or any potential for any such Qualified Plans investing in the FUND. A material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: : (a) an action by any state insurance or other regulatory authority; ; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public rulingruling , private letter ruling, no-action or interpretative interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; ; (c) an administrative or judicial decision in any relevant proceeding; ; (d) the manner in which the investments investment of any Fund the FUND are being managed; ; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or the Separate Accounts vis-a-vis voting instructions provided by Participants the trustees of different Participating Insurance Companies; the Qualified Plans; (f) a decision by a Participating Insurance Company AAL or another life insurance company to disregard the voting instructions of ParticipantsCertificate owners in one or more Separate Accounts; or or (g) if applicable, a decision by the trustee of a Participating Qualified Plan to disregard the voting instructions of Plan participantsthe participants of such Qualified Plan. Consistent with A determination by the SECFUND's requirements in connection with exemptive orders Board that a material irreconcilable conflict exists will be a final determination. 7.2 If it is determined by a majority of the type referred FUND's Board, or by a majority of its disinterested directors, that a material irreconcilable conflict exists, AAL (on behalf of the ACCOUNTS) shall, at its expense and to the extent reasonably practicable (as determined by a majority of the disinterested directors of the FUND), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict. Such steps could include: (a) withdrawing the assets allocable to some or all of the ACCOUNTS from the FUND or any Portfolio of the FUND and reinvesting such assets in Section 5.1 hereofa different investment medium, LIFE COMPANY including another portfolio of the FUND; (b) submitting the question as to whether such segregation should be implemented to a vote of all affected Certificate owners and, as appropriate, segregating the assets of any appropriate (i.e., variable annuity Certificate owners or variable life insurance Certificate owners of one or more of AAL and any other insurance companies with Separate Accounts investing in the FUND) that votes in favor of such segregation, or offering to the affected Certificate owners the option of making such change; or (c) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of a decision by AAL to disregard voting instructions of owners of Certificates in one or more of the ACCOUNTS, and that decision represents a minority position or would preclude a majority vote with respect to the vote being taken by shareholders of the FUND, then AAL shall, at the election and direction of the FUND's Board, withdraw each affected ACCOUNT's investment in the FUND (but no charge or penalty shall be imposed as a result of such withdrawal). 7.3 AAL is responsible, to the extent permitted by applicable law, for taking remedial action on behalf of the affected ACCOUNT(s) in the event that the FUND's Board determines a material irreconcilable conflict exists. AAL will assist take remedial action only as it pertains to assets of the affected ACCOUNT(s) and in accordance with its fiduciary responsibility to Certificate owners in such affected ACCOUNT(s). AAL, as the sponsor of the affected ACCOUNT(s), will be responsible for the cost of any such remedial action. For the purpose of this Section, a majority of the disinterested members of the FUND's Board will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event shall the FUND, or AAL in its capacity as advisor to the FUND, be required to establish a Portfolio or new funding medium for any Certificate or any ACCOUNT. Nor, in its capacity as sponsor of any ACCOUNT, shall AAL be required to establish a new funding medium for any Certificate or any ACCOUNT if any offer to do so has been declined by a vote of a majority of the Certificate owners materially and adversely affected by the material irreconcilable conflict. 7.4 The FUND promptly shall notify AAL in writing of any determination by the FUND's Board as to the existence of a material irreconcilable conflict and its implications 7.5 All reports of potential or existing conflicts received by the FUND's Board and all Board actions with regard to or determining the existence of a conflict of interest, notifying AAL of a conflict, and determining whether any proposed action adequately remedies a conflict, will be properly recorded in the minutes of the FUND's Board or other appropriate records, and such minutes or other records will be made available to the SEC upon request. 7.6 The FUND will disclose in its prospectus that (a) shares of the FUND may be offered to Separate Accounts and Qualified Plans; (b) material irreconcilable conflicts may arise between the interest of various certificateholders investing in the Separate Accounts and the interests of participants in the Qualified Plans investing in the FUND; and (c) the FUND's Board will monitor events in order to identify the existence of any material conflict and determine what action, if any, should be taken in response to such material irreconcilable conflict. 7.7 No less than annually, AAL will submit to the FUND's Board such reports, materials and data as the Board of Directors in carrying out its responsibilities by providing may reasonably request so that the Board may carry out fully its obligations under this Section. Such reports, materials and data will be submitted more frequently if deemed appropriate by the FUND's Board. In any event, AAL will promptly notify the FUND's Board in writing if it becomes aware of Directors with any facts or circumstances that could give rise to a material irreconcilable conflict between the interests of various Certificate owners in the ACCOUNTS and the interests of Qualified Plan participants investing in the FUND. All reports submitted to the FUND's Board under this Section 7.7 shall include all information reasonably necessary for the Board of Directors to consider any issue the conflict issues raised. In this regard, including information as to a decision by LIFE COMPANY AAL promptly shall notify the FUND's Board whenever AAL has determined to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with Certificate owners of any ACCOUNT(s) on any matter submitted to a view only to vote of shareholders of the interests of ParticipantsFUND.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors Trustees will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees COMPANIES agree to inform the Board of Directors Trustees of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY COMPANIES will assist the Board of Directors Trustees in carrying out its responsibilities by providing the Board of Directors Trustees with all information reasonably necessary for the Board of Directors Trustees to consider any issue raised, including information as to a decision by LIFE COMPANY COMPANIES to disregard voting instructions of Participants. LIFE COMPANY's COMPANIES' responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors Trustees will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY Nationwide agrees to inform the Board of Directors Trustees of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY Nationwide will assist the Board of Directors Trustees in carrying out its responsibilities by providing the Board of Directors Trustees with all information reasonably necessary for the Board of Directors Trustees to consider any issue raised, including information as to a decision by LIFE COMPANY Nationwide to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its A. The FUND's Board of Directors will monitor the FUND for the existence of any material irreconcilable conflict between and among the interests of the Participants in all separate accounts Contractholders of life insurance companies utilizing AVIF the Separate Accounts ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans the ACCOUNTS) investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board FUND and the participants of Directors of AVIF any of the existence of or any potential for any such Qualified Plans investing in the FUND. A material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: : (a) an action by any state insurance or other regulatory authority; ; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public rulingruling , private letter ruling, no-action or interpretative interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; ; (c) an administrative or judicial decision in any relevant proceeding; ; (d) the manner in which the investments investment of any Fund the FUND are being managed; ; (e) a difference in voting instructions given by variable annuity contract and Contract owners, variable life insurance contract Participants or by Participants Contract owners, and trustees of different Participating Insurance Companies; the Qualified Plans; (f) a decision by a Participating Insurance Company THRIVENT FINANCIAL or another life insurance company to disregard the voting instructions of ParticipantsContract owners in one or more Separate Accounts; or or (g) if applicable, a decision by the trustee of a Participating Qualified Plan to disregard the voting instructions of Plan participantsthe participants of such Qualified Plan. Consistent with A determination by the SECFUND's requirements in connection with exemptive orders Board that a material irreconcilable conflict exists will be a final determination. B. If it is determined by a majority of the type referred FUND's Board, or by a majority of its disinterested directors, that a material irreconcilable conflict exists, the FUND promptly shall notify THRIVENT FINANCIAL in writing of any determination by the FUND's Board as to the existence of a material irreconcilable conflict and its implications. THRIVENT FINANCIAL (on behalf of the ACCOUNTS) shall, at its expense and to the extent reasonably practicable (as determined by a majority of the disinterested directors of the FUND), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict. Such steps could include: (a) withdrawing the assets allocable to some or all of the ACCOUNTS from the FUND or any Portfolio of the FUND and reinvesting such assets in Section 5.1 hereofa different investment medium, LIFE COMPANY including another portfolio of the FUND; (b) submitting the question as to whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate (i.e., variable annuity Contract owners or variable life insurance Contract owners of one or more of THRIVENT FINANCIAL and any other insurance companies with Separate Accounts investing in the FUND) that votes in favor of such segregation, or offering to the affected Contract owners the option of making such change; or (c) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of a decision by THRIVENT FINANCIAL to disregard voting instructions of owners of Contracts in one or more of the ACCOUNTS, and that decision represents a minority position or would preclude a majority vote with respect to the vote being taken by shareholders of the FUND, then THRIVENT FINANCIAL shall, at the election and direction of the FUND's Board, withdraw each affected ACCOUNT's investment in the FUND (but no charge or penalty shall be imposed as a result of such withdrawal). C. THRIVENT FINANCIAL is responsible, to the extxxx xxxxxxxxx by applicable law, for taking remedial action on behalf of the affected ACCOUNT(s) in the event that the FUND's Board determines a material irreconcilable conflict exists. THRIVENT FINANCIAL will assist take remedial action only as it pertains to assets of the affected ACCOUNT(s) and in accordance with its fiduciary responsibility to Contract owners in such affected ACCOUNT(s). THRIVENT FINANCIAL, as the sponsor of the affected ACCOUNT(s), will be responsible for the cost of any such remedial action. For the purpose of this Section, a majority of the disinterested members of the FUND's Board will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event shall the FUND, or THRIVENT FINANCIAL in its capacity as advisor to the FUND, be required to establish a Portfolio or new funding medium for any Contract or any ACCOUNT. Nor, in its capacity as sponsor of any ACCOUNT, shall THRIVENT FINANCIAL be required to establish a new funding medium for any Contract or any ACCOUNT if any offer to do so has been declined by a vote of a majority of the Contract owners materially and adversely affected by the material irreconcilable conflict. D. All reports of potential or existing conflicts received by the FUND's Board and all Board actions with regard to or determining the existence of a conflict of interest, notifying THRIVENT FINANCIAL of a conflict, and determining whether any proposed action adequately remedies a conflict, will be properly recorded in the minutes of the FUND's Board or other appropriate records, and such minutes or other records will be made available to the SEC upon request. E. The FUND will disclose in its prospectus that (a) shares of the FUND may be offered to Separate Accounts and Qualified Plans; (b) material irreconcilable conflicts may arise between the interest of various Contract owners investing in the Separate Accounts and the interests of participants in the Qualified Plans investing in the FUND; and (c) the FUND's Board will monitor events in order to identify the existence of any material conflict and determine what action, if any, should be taken in response to such material irreconcilable conflict. F. No less than annually, THRIVENT FINANCIAL will submit to the FUND's Board such reports, materials and data as the Board of Directors in carrying out its responsibilities by providing may reasonably request so that the Board may carry out fully its obligations under this Section. Such reports, materials and data will be submitted more frequently if deemed appropriate by the FUND's Board. In any event, THRIVENT FINANCIAL will promptly notify the FUND's Board in writing if it becomes aware of Directors with any facts or circumstances that could give rise to a material irreconcilable conflict between the interests of various Contract owners in the ACCOUNTS and the interests of Qualified Plan participants investing in the FUND. All reports submitted to the FUND's Board under this Section 7.7 shall include all information reasonably necessary for the Board of Directors to consider any issue the conflict issues raised. In this regard, including information as to a decision by LIFE COMPANY THRIVENT FINANCIAL promptly shall notify the FUND's Board whenever THRIVENT FINANCIAL has determined to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with Contract owners of any ACCOUNT(s) on any matter submitted to a view only to vote of shareholders of the interests of ParticipantsFUND.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("“Participating Insurance Companies"”), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("“Participating Plans"”). LIFE COMPANY Prudential agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "“material irreconcilable conflict" ” is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's ’s requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY Prudential will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY Prudential to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors Trustees will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors Trustees of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors Trustees in carrying out its responsibilities by providing the Board of Directors Trustees with all information reasonably necessary for the Board of Directors Trustees to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's COMPANYs responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors Directors, upon their request, with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY American Partners Life agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY American Partners Life will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY American Partners Life to disregard voting instructions of Participants. LIFE COMPANYAmerican Partners Life's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY Company agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such or existing material irreconcilable conflict conflicts of which it is aware. The concept of a "“material irreconcilable conflict" ” is not defined by the 1940 Act or the rules thereunder, but the Parties parties recognize that such a conflict may arise for a variety of reasonsreason, including, including without limitation: (a1) an action by any state insurance or other regulatory authority; (b2) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c3) an administrative or judicial decision in any relevant proceeding; (d4) the manner in which the investments of any Fund Portfolios are being managed; (e5) a difference in voting instructions given by variable annuity contract and participants, variable life insurance contract Participants or by Participants of different participants to Participating Insurance CompaniesCompanies (as that term is defined in the Order) and trustees of Participating Plans (as that term is defined in the Order); (f6) a decision by a Participating Insurance Company to disregard the voting instructions of Participantsparticipants; or (g7) a decision by a Participating Plan to disregard the voting instructions of Plan plan participants. Consistent with the SEC's ’s requirements in connection with exemptive orders of the type referred to in Section 5.1 8(a) hereof, LIFE COMPANY Company will assist the Board of Directors in carrying out its responsibilities under the Order by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY Company to disregard voting instructions of ParticipantsContract Owners. LIFE COMPANY's Company’s responsibilities in connection with the foregoing shall be carried out with a view only to the interests of ParticipantsContract Owners.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY INSURER agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY INSURER will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY INSURER to disregard voting instructions of Participants. LIFE COMPANYINSURER's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY Company agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such or existing material irreconcilable conflict conflicts of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties parties recognize that such a conflict may arise for a variety of reasons, including, which may include without limitation: (a1) an action by any state insurance or other regulatory authority; (b2) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c3) an administrative or judicial decision in any relevant proceeding; (d4) the manner in which the investments of any Fund Portfolios are being managed; (e5) a difference in voting instructions given by variable annuity contract and participants, variable life insurance contract Participants or by Participants of different participants to Participating Insurance CompaniesCompanies (as that term is defined in the Order) and trustees of Participating Plans (as that term is defined in the Order); (f6) a decision by a Participating Insurance Company to disregard the voting instructions of Participantsparticipants; or (g7) a decision by a Participating Plan to disregard the voting instructions of Plan plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 8(a) hereof, LIFE COMPANY Company will assist the Board of Directors in carrying out its responsibilities under the Order by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY Company to disregard voting instructions of ParticipantsContract Owners. LIFE COMPANYCompany's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of ParticipantsContract Owners.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF The Fund agrees that its the Board of Directors Trustees will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in of all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies")the Fund, including each the Separate Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-no- action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund Series are being managed; (e) a difference in voting instructions given by variable insurance life insurance policy and variable annuity contract and variable participants or by participants of different life insurance contract Participants or by Participants of different Participating Insurance Companies;companies utilizing the Fund; or (f) a decision by a Participating Insurance Company life insurance company utilizing the Fund to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with USL will report any potential or existing conflicts of which it becomes aware to the SECFund's requirements in connection with exemptive orders Board of the type referred to in Section 5.1 hereof, LIFE COMPANY Trustees. USL will assist the Board of Directors in carrying out its responsibilities under the Mixed and Shared Funding Order by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue issues raised. This assistance shall include, including information as but is not limited to, an obligation by USL to a decision by LIFE COMPANY to disregard (i) inform the Board whenever the voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing Policy owners or Participants are disregarded, and (ii) to submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by the Mixed and Shared Funding Order, and such reports, materials and data shall be carried submitted more frequently if deemed appropriate by the Board. USL will carry out its responsibilities under this paragraph with a view only to the interests of the Policy owners and Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF SMFI agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF SMFI ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF SMFI ("Participating Plans"). LIFE COMPANY INSURER agrees to inform the Board of Directors of AVIF SMFI of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY INSURER will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY INSURER to disregard voting instructions of Participants. LIFE COMPANYINSURER's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF (IVIF) agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("IVIF) (“Participating Insurance Companies"”), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("IVIF) (“Participating Plans"”). LIFE COMPANY agrees to inform the Board of Directors of AVIF (IVIF) of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "“material irreconcilable conflict" ” is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's ’s requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's ’s responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.. PA-VALIC (5-01-15) 012815 (1) tw 13

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its A. The FUND's Board of Directors will monitor the FUND for the existence of any material irreconcilable conflict between and among the interests of the Participants in all separate accounts Contractholders of life insurance companies utilizing AVIF the Separate Accounts ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans the ACCOUNTS) investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board FUND and the participants of Directors of AVIF any of the existence of or any potential for any such Qualified Plans investing in the FUND. A material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: : (a) an action by any state insurance or other regulatory authority; ; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; ; (c) an administrative or judicial decision in any relevant proceeding; ; (d) the manner in which the investments investment of any Fund the FUND are being managed; ; (e) a difference in voting instructions given by variable annuity contract and Contract owners, variable life insurance contract Participants or by Participants Contract owners, and trustees of different Participating Insurance Companies; the Qualified Plans; (f) a decision by a Participating Insurance Company THRIVENT FINANCIAL or another life insurance company to disregard the voting instructions of ParticipantsContract owners in one or more Separate Accounts; or or (g) if applicable, a decision by the trustee of a Participating Qualified Plan to disregard the voting instructions of Plan participantsthe participants of such Qualified Plan. Consistent with A determination by the SECFUND's requirements in connection with exemptive orders Board that a material irreconcilable conflict exists will be a final determination. B. If it is determined by a majority of the type referred FUND's Board, or by a majority of its disinterested directors, that a material irreconcilable conflict exists, the FUND promptly shall notify THRIVENT FINANCIAL in writing of any determination by the FUND's Board as to the existence of a material irreconcilable conflict and its implications. THRIVENT FINANCIAL (on behalf of the ACCOUNTS) shall, at its expense and to the extent reasonably practicable (as determined by a majority of the disinterested directors of the FUND), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict. Such steps could include: (a) withdrawing the assets allocable to some or all of the ACCOUNTS from the FUND or any Portfolio of the FUND and reinvesting such assets in Section 5.1 hereofa different investment medium, LIFE COMPANY including another portfolio of the FUND; (b) submitting the question as to whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate (i.e., variable annuity Contract owners or variable life insurance Contract owners of one or more of THRIVENT FINANCIAL and any other insurance companies with Separate Accounts investing in the FUND) that votes in favor of such segregation, or offering to the affected Contract owners the option of making such change; or (c) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of a decision by THRIVENT FINANCIAL to disregard voting instructions of owners of Contracts in one or more of the ACCOUNTS, and that decision represents a minority position or would preclude a majority vote with respect to the vote being taken by shareholders of the FUND, then THRIVENT FINANCIAL shall, at the election and direction of the FUND's Board, withdraw each affected ACCOUNT's investment in the FUND (but no charge or penalty shall be imposed as a result of such withdrawal). X. XXXXXXXX FINANCIAL is responsible, to the extent permitted by applicable law, for taking remedial action on behalf of the affected ACCOUNT(s) in the event that the FUND's Board determines a material irreconcilable conflict exists. THRIVENT FINANCIAL will assist take remedial action only as it pertains to assets of the affected ACCOUNT(s) and in accordance with its fiduciary responsibility to Contract owners in such affected ACCOUNT(s). THRIVENT FINANCIAL, as the sponsor of the affected ACCOUNT(s), will be responsible for the cost of any such remedial action. For the purpose of this Section, a majority of the disinterested members of the FUND's Board will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event shall the FUND, or THRIVENT FINANCIAL in its capacity as advisor to the FUND, be required to establish a Portfolio or new funding medium for any Contract or any ACCOUNT. Nor, in its capacity as sponsor of any ACCOUNT, shall THRIVENT FINANCIAL be required to establish a new funding medium for any Contract or any ACCOUNT if any offer to do so has been declined by a vote of a majority of the Contract owners materially and adversely affected by the material irreconcilable conflict. D. All reports of potential or existing conflicts received by the FUND's Board and all Board actions with regard to or determining the existence of a conflict of interest, notifying THRIVENT FINANCIAL of a conflict, and determining whether any proposed action adequately remedies a conflict, will be properly recorded in the minutes of the FUND's Board or other appropriate records, and such minutes or other records will be made available to the SEC upon request. E. The FUND will disclose in its prospectus that (a) shares of the FUND may be offered to Separate Accounts and Qualified Plans; (b) material irreconcilable conflicts may arise between the interest of various Contract owners investing in the Separate Accounts and the interests of participants in the Qualified Plans investing in the FUND; and (c) the FUND's Board will monitor events in order to identify the existence of any material conflict and determine what action, if any, should be taken in response to such material irreconcilable conflict. F. No less than annually, THRIVENT FINANCIAL will submit to the FUND's Board such reports, materials and data as the Board of Directors in carrying out its responsibilities by providing may reasonably request so that the Board may carry out fully its obligations under this Section. Such reports, materials and data will be submitted more frequently if deemed appropriate by the FUND's Board. In any event, THRIVENT FINANCIAL will promptly notify the FUND's Board in writing if it becomes aware of Directors with any facts or circumstances that could give rise to a material irreconcilable conflict between the interests of various Contract owners in the ACCOUNTS and the interests of Qualified Plan participants investing in the FUND. All reports submitted to the FUND's Board under this Section 7.7 shall include all information reasonably necessary for the Board of Directors to consider any issue the conflict issues raised. In this regard, including information as to a decision by LIFE COMPANY THRIVENT FINANCIAL promptly shall notify the FUND's Board whenever THRIVENT FINANCIAL has determined to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with Contract owners of any ACCOUNT(s) on any matter submitted to a view only to vote of shareholders of the interests of ParticipantsFUND.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY AIG agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; oror PA-AIGNY.AGR 112097 (2) kb 15 (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY AIG will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY AIG to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF PREMIUM FUND agrees that its Board of Directors Directors, constituted with a majority of disinterested trustees, will monitor for the existence of any material irreconcilable conflict between the interests of the Participants Contract owners in all separate accounts of life insurance companies utilizing AVIF PREMIUM FUND ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF PREMIUM FUND ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF PREMIUM FUND of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The Board shall have the sole authority to determine if a material irreconcilable conflict exists, and such determination shall be binding on LIFE COMPANY only if approved in the form of a resolution by a majority of the Board, or a majority of the disinterested directors of the Board. The Board will give prompt notice of any such determination to LIFE COMPANY. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants owners or by Participants contract owners of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company Company, all separate accounts of life insurance companies utilizing PREMIUM FUND, to disregard the voting instructions of Participantscontract owners; or (g) a decision by a Participating Plan Plan, participants in all qualified retirement and pension plans, to disregard the voting instructions of Plan participantsparticipants ("Participants"). Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of ParticipantsContract owners. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of ParticipantsContract owners.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF SMFI agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants Contractholders in all separate accounts of life insurance companies utilizing AVIF SMFI ("“Participating Insurance Companies"”), including each Account, and participants in all qualified retirement and pension plans investing in AVIF SMFI ("“Participating Plans"”). LIFE COMPANY agrees to inform the Board of Directors of AVIF SMFI of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "“material irreconcilable conflict" ” is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants Contractholders or by Participants Contractholders of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of ParticipantsContractholders; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's ’s requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of ParticipantsContractholders. LIFE COMPANY's ’S responsibilities in connection with the foregoing shall be carried out with a view only to the interests of ParticipantsContractholders.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors Trustees will monitor for the existence of any material irreconcilable conflict between the interests of the Participants participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, Account and participants in on all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY LBL agrees to inform the Board of Directors Trustees of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY LBL will assist the Board of Directors Trustees in carrying out its responsibilities by providing the Board of Directors Trustees with all information reasonably necessary for the Board of Directors Trustees to consider any issue raised, including information as to a decision by LIFE COMPANY LBL to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.LIFE

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY Prudential agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-no- action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY Prudential will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY Prudential to disregard voting instructions of Participants. LIFE COMPANYPrudential's responsibilities in connection with the foregoing shall be carried out with a view only to the interests interest of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the die existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY Cova agrees to inform the Board of Directors of AVIF of the THE existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY Cova will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY Cova to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF The Fund agrees that its the Board of Directors Trustees will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in of all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies")the Fund, including each the Separate Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-no- action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund Series are being managed; (e) a difference in voting instructions given by variable insurance life insurance policy and variable annuity contract and variable participants or by participants of different life insurance contract Participants or by Participants of different Participating Insurance Companies;companies utilizing the Fund; or (f) a decision by a Participating Insurance Company life insurance company utilizing the Fund to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with AGL will report any potential or existing conflicts of which it becomes aware to the SECFund's requirements in connection with exemptive orders Board of the type referred to in Section 5.1 hereof, LIFE COMPANY Trustees. AGL will assist the Board of Directors in carrying out its responsibilities under the Mixed and Shared Funding Order by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue issues raised. This assistance shall include, including information as but is not limited to, an obligation by AGL to a decision by LIFE COMPANY to disregard (i) inform the Board whenever the voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing Policy owners or Participants are disregarded, and (ii) to submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by the Mixed and Shared Funding Order, and such reports, materials and data shall be carried submitted more frequently if deemed appropriate by the Board. AGL will carry out its responsibilities under this paragraph with a view only to the interests of the Policy owners and Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY American Centurion Life agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY American Centurion Life will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY American Centurion Life to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY Prudential agrees to inform the Board of Directors of AVIF AVIP of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial orjudicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY Prudential will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY Prudential to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its A. The FUND's Board of Directors will monitor the FUND for the existence of any material irreconcilable conflict between and among the interests of the Participants in all separate accounts Contractholders of life insurance companies utilizing AVIF the Separate Accounts ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans the ACCOUNTS) investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board FUND and the participants of Directors of AVIF any of the existence of or any potential for any such Qualified Plans investing in the FUND. A material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: : (a) an action by any state insurance or other regulatory authority; ; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; ; (c) an administrative or judicial decision in any relevant proceeding; ; (d) the manner in which the investments investment of any Fund the FUND are being managed; ; (e) a difference in voting instructions given by variable annuity contract and Contract owners, variable life insurance contract Participants or by Participants Contract owners, and trustees of different Participating Insurance Companies; the Qualified Plans; (f) a decision by a Participating Insurance Company THRIVENT LIFE or another life insurance company to disregard the voting instructions of ParticipantsContract owners in one or more Separate Accounts; or or (g) if applicable, a decision by the trustee of a Participating Qualified Plan to disregard the voting instructions of Plan participantsthe participants of such Qualified Plan. Consistent with A determination by the SECFUND's requirements in connection with exemptive orders Board that a material irreconcilable conflict exists will be a final determination. B. If it is determined by a majority of the type referred FUND's Board, or by a majority of its disinterested directors, that a material irreconcilable conflict exists, the FUND promptly shall notify THRIVENT LIFE in writing of any determination by the FUND's Board as to the existence of a material irreconcilable conflict and its implications. THRIVENT LIFE (on behalf of the ACCOUNTS) shall, at its expense and to the extent reasonably practicable (as determined by a majority of the disinterested directors of the FUND), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict. Such steps could include: (a) withdrawing the assets allocable to some or all of the ACCOUNTS from the FUND or any Portfolio of the FUND and reinvesting such assets in Section 5.1 hereofa different investment medium, including another portfolio of the FUND; (b) submitting the question as to whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate (i.e., variable annuity Contract owners or variable life insurance Contract owners of one or more of THRIVENT LIFE COMPANY and any other insurance companies with Separate Accounts investing in the FUND) that votes in favor of such segregation, or offering to the affected Contract owners the option of making such change; or (c) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of a decision by THRIVENT LIFE to disregard voting instructions of owners of Contracts in one or more of the ACCOUNTS, and that decision represents a minority position or would preclude a majority vote with respect to the vote being taken by shareholders of the FUND, then THRIVENT LIFE shall, at the election and direction of the FUND's Board, withdraw each affected ACCOUNT's investment in the FUND (but no charge or penalty shall be imposed as a result of such withdrawal). C. THRIVENT LIFE is responsible, to the exxxxx xxxxxxxed by applicable law, for taking remedial action on behalf of the affected ACCOUNT(s) in the event that the FUND's Board determines a material irreconcilable conflict exists. THRIVENT LIFE will assist take remedial action only as it pertains to assets of the affected ACCOUNT(s) and in accordance with its fiduciary responsibility to Contract owners in such affected ACCOUNT(s). THRIVENT LIFE, as the sponsor of the affected ACCOUNT(s), will be responsible for the cost of any such remedial action. For the purpose of this Section, a majority of the disinterested members of the FUND's Board will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event shall the FUND, or THRIVENT LIFE in its capacity as advisor to the FUND, be required to establish a Portfolio or new funding medium for any Contract or any ACCOUNT. Nor, in its capacity as sponsor of any ACCOUNT, shall THRIVENT LIFE be required to establish a new funding medium for any Contract or any ACCOUNT if any offer to do so has been declined by a vote of a majority of the Contract owners materially and adversely affected by the material irreconcilable conflict. D. All reports of potential or existing conflicts received by the FUND's Board and all Board actions with regard to or determining the existence of a conflict of interest, notifying THRIVENT LIFE of a conflict, and determining whether any proposed action adequately remedies a conflict, will be properly recorded in the minutes of the FUND's Board or other appropriate records, and such minutes or other records will be made available to the SEC upon request. E. The FUND will disclose in its prospectus that (a) shares of the FUND may be offered to Separate Accounts and Qualified Plans; (b) material irreconcilable conflicts may arise between the interest of various Contract owners investing in the Separate Accounts and the interests of participants in the Qualified Plans investing in the FUND; and (c) the FUND's Board will monitor events in order to identify the existence of any material conflict and determine what action, if any, should be taken in response to such material irreconcilable conflict. F. No less than annually, THRIVENT LIFE will submit to the FUND's Board such reports, materials and data as the Board of Directors in carrying out its responsibilities by providing may reasonably request so that the Board may carry out fully its obligations under this Section. Such reports, materials and data will be submitted more frequently if deemed appropriate by the FUND's Board. In any event, THRIVENT LIFE will promptly notify the FUND's Board in writing if it becomes aware of Directors with any facts or circumstances that could give rise to a material irreconcilable conflict between the interests of various Contract owners in the ACCOUNTS and the interests of Qualified Plan participants investing in the FUND. All reports submitted to the FUND's Board under this Section 7.7 shall include all information reasonably necessary for the Board of Directors to consider any issue the conflict issues raised. In this regard, including information as to a decision by THRIVENT LIFE COMPANY promptly shall notify the FUND's Board whenever THRIVENT LIFE has determined to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with Contract owners of any ACCOUNT(s) on any matter submitted to a view only to vote of shareholders of the interests of ParticipantsFUND.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-no- action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors Trustees will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors Trustees of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors Trustees in carrying out its responsibilities by providing the Board of Directors Trustees with all information reasonably necessary for the Board of Directors Trustees to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's COMPANY"s responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("“Participating Insurance Companies"”), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("“Participating Plans"”). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "“material irreconcilable conflict" ” is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; oror participants. (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's ’s requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's ’s responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's COMPANYs responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its A. The FUND's Board of Directors will monitor the FUND for the existence of any material irreconcilable conflict between and among the interests of the Participants in all separate accounts Contractholders of life insurance companies utilizing AVIF the Separate Accounts ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans the ACCOUNTS) investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board FUND and the participants of Directors of AVIF any of the existence of or any potential for any such Qualified Plans investing in the FUND. A material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: : (a) an action by any state insurance or other regulatory authority; ; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; ; (c) an administrative or judicial decision in any relevant proceeding; ; (d) the manner in which the investments investment of any Fund the FUND are being managed; ; (e) a difference in voting instructions given by variable annuity contract and Contract owners, variable life insurance contract Participants or by Participants Contract owners, and trustees of different Participating Insurance Companies; the Qualified Plans; (f) a decision by a Participating Insurance Company THRIVENT LIFE or another life insurance company to disregard the voting instructions of ParticipantsContract owners in one or more Separate Accounts; or or (g) if applicable, a decision by the trustee of a Participating Qualified Plan to disregard the voting instructions of Plan participantsthe participants of such Qualified Plan. Consistent with A determination by the SECFUND's requirements in connection with exemptive orders Board that a material irreconcilable conflict exists will be a final determination. B. If it is determined by a majority of the type referred FUND's Board, or by a majority of its disinterested directors, that a material irreconcilable conflict exists, the FUND promptly shall notify THRIVENT LIFE in writing of any determination by the FUND's Board as to the existence of a material irreconcilable conflict and its implications. THRIVENT LIFE (on behalf of the ACCOUNTS) shall, at its expense and to the extent reasonably practicable (as determined by a majority of the disinterested directors of the FUND), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict. Such steps could include: (a) withdrawing the assets allocable to some or all of the ACCOUNTS from the FUND or any Portfolio of the FUND and reinvesting such assets in Section 5.1 hereofa different investment medium, including another portfolio of the FUND; (b) submitting the question as to whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate (i.e., variable annuity Contract owners or variable life insurance Contract owners of one or more of THRIVENT LIFE COMPANY and any other insurance companies with Separate Accounts investing in the FUND) that votes in favor of such segregation, or offering to the affected Contract owners the option of making such change; or (c) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of a decision by THRIVENT LIFE to disregard voting instructions of owners of Contracts in one or more of the ACCOUNTS, and that decision represents a minority position or would preclude a majority vote with respect to the vote being taken by shareholders of the FUND, then THRIVENT LIFE shall, at the election and direction of the FUND's Board, withdraw each affected ACCOUNT's investment in the FUND (but no charge or penalty shall be imposed as a result of such withdrawal). C. THRIVENT LIFE is responsible, xx xxx xxxxxt permitted by applicable law, for taking remedial action on behalf of the affected ACCOUNT(s) in the event that the FUND's Board determines a material irreconcilable conflict exists. THRIVENT LIFE will assist take remedial action only as it pertains to assets of the affected ACCOUNT(s) and in accordance with its fiduciary responsibility to Contract owners in such affected ACCOUNT(s). THRIVENT LIFE, as the sponsor of the affected ACCOUNT(s), will be responsible for the cost of any such remedial action. For the purpose of this Section, a majority of the disinterested members of the FUND's Board will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event shall the FUND, or THRIVENT LIFE in its capacity as advisor to the FUND, be required to establish a Portfolio or new funding medium for any Contract or any ACCOUNT. Nor, in its capacity as sponsor of any ACCOUNT, shall THRIVENT LIFE be required to establish a new funding medium for any Contract or any ACCOUNT if any offer to do so has been declined by a vote of a majority of the Contract owners materially and adversely affected by the material irreconcilable conflict. D. All reports of potential or existing conflicts received by the FUND's Board and all Board actions with regard to or determining the existence of a conflict of interest, notifying THRIVENT LIFE of a conflict, and determining whether any proposed action adequately remedies a conflict, will be properly recorded in the minutes of the FUND's Board or other appropriate records, and such minutes or other records will be made available to the SEC upon request. E. The FUND will disclose in its prospectus that (a) shares of the FUND may be offered to Separate Accounts and Qualified Plans; (b) material irreconcilable conflicts may arise between the interest of various Contract owners investing in the Separate Accounts and the interests of participants in the Qualified Plans investing in the FUND; and (c) the FUND's Board will monitor events in order to identify the existence of any material conflict and determine what action, if any, should be taken in response to such material irreconcilable conflict. F. No less than annually, THRIVENT LIFE will submit to the FUND's Board such reports, materials and data as the Board of Directors in carrying out its responsibilities by providing may reasonably request so that the Board may carry out fully its obligations under this Section. Such reports, materials and data will be submitted more frequently if deemed appropriate by the FUND's Board. In any event, THRIVENT LIFE will promptly notify the FUND's Board in writing if it becomes aware of Directors with any facts or circumstances that could give rise to a material irreconcilable conflict between the interests of various Contract owners in the ACCOUNTS and the interests of Qualified Plan participants investing in the FUND. All reports submitted to the FUND's Board under this Section 7.7 shall include all information reasonably necessary for the Board of Directors to consider any issue the conflict issues raised. In this regard, including information as to a decision by THRIVENT LIFE COMPANY promptly shall notify the FUND's Board whenever THRIVENT LIFE has determined to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with Contract owners of any ACCOUNT(s) on any matter submitted to a view only to vote of shareholders of the interests of ParticipantsFUND.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF FAIP agrees that its Board of Directors will monitor the Funds for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF FAIP ("Participating Insurance Companies"), including each Account, and of participants in all qualified retirement and pension plans investing in AVIF the Funds ("Participating Plans")) and determine what action, if any, should be taken in response to such conflicts. LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such A material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-no- action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different in Participating Insurance CompaniesPlans; (f) a decision by a Participating Insurance Company to disregard the voting instructions of ParticipantsParticipant; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participantsits Participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY FAIP and Company will assist report any potential or existing conflicts to the Board of Directors and will be responsible for assisting the Board in carrying out its responsibilities under these conditions by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue issues raised. This responsibility includes, including information as but is not limited to, an obligation of Company to a decision by LIFE COMPANY inform the Board whenever it has determined to disregard Participant voting instructions of Participantsinstructions. LIFE COMPANY's Company agrees that such responsibilities in connection with the foregoing shall will be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY Prudential agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY Prudential will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY Prudential to disregard voting instructions of Participants. LIFE COMPANYPrudential's responsibilities in connection with the foregoing shall be carried out with a view only to the interests interest of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; ; (c) an administrative or judicial decision in any relevant proceeding; ; (d) the manner in which the investments of any Fund are being managed; ; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; ; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's SECs requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors Directors, upon their request, with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF Ivy Funds VIP agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Variable Account, and participants in all qualified retirement and pension plans investing in AVIF Ivy Funds VIP ("“Participating Plans"”). LIFE COMPANY Company agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict conflicts of which it is aware. The concept of a "“material irreconcilable conflict" ” is not defined by the 1940 Act or the rules thereunder, but the Parties parties recognize that such a conflict may arise for a variety of reasons, including, including without limitation: (a) an a. An action by any state insurance or other regulatory authority; (b) a b. A change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an c. An administrative or judicial decision in any relevant proceeding; (d) the d. The manner in which the investments of any Fund Portfolios are being managed; (e) a e. A difference in voting instructions given by variable annuity contract and participants, variable life insurance contract Participants or by Participants participants and trustees of different Participating Insurance CompaniesPlans; (f) a f. A decision by a Participating Insurance Company to disregard the voting instructions of Participantsparticipants; or (g) a g. A decision by a Participating Plan to disregard the voting instructions of Plan plan participants. Consistent with the SEC's ’s requirements in connection with exemptive orders of the type referred to in Section 5.1 11(a) hereof, LIFE COMPANY Company will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY Company to disregard voting instructions of Participantsparticipants. LIFE COMPANY's Company’s responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participantsparticipants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's 'S requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors Trustees will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), ) including each Account, Account and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors Trustees of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, thereunder but the Parties recognize that such a conflict may arise for a variety of reasons, including, reasons including without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors Trustees in carrying out its responsibilities by providing the Board of Directors Trustees with all information reasonably necessary for the Board of Directors Trustees to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY Glenbrook agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies;; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY Glenbrook will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY Glenbrook to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation:limitations (a) an action by any state insurance or other regulatory authority;, (b) a change in applicable federal or state insurance, tax or securities Securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's SECs requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in In carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF SMFI agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF SMFI ("“Participating Insurance Companies"”), including each Account, and participants in all qualified retirement and pension plans investing in AVIF SMFI ("“Participating Plans"”). LIFE COMPANY agrees to inform the Board of Directors of AVIF SMFI of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "“material irreconcilable conflict" ” is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's ’s requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's ’s responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) of Participants; or a decision by a Participating Insurance Company to disregard the voting instructions of Participants; orinstructions (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's SECs requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors Directors, upon their request, with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. PA-IINC.AGR 061198 (6) RR LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF (IVIF) agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("IVIF) (“Participating Insurance Companies"”), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("IVIF) (“Participating Plans"”). LIFE COMPANY agrees to inform the Board of Directors of AVIF (IVIF) of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "“material irreconcilable conflict" ” is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's ’s requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's ’S responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY AIG agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. , The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY AIG will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY AIG to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in any voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the any voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the any voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard any voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF SMFI agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF SMFI ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF SMFI ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF SMFI of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's ’s requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF The Trust agrees that its Board of Directors Trustees will monitor for the existence of any material irreconcilable conflict between the interests of the Participants participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies")the Trust, including each the Separate Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY USAA Life agrees to inform the Board of Directors Trustees of AVIF the Trust of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants participants or by Participants participants of different Participating Insurance Companies;life insurance companies utilizing the Trust; or (f) a decision by a Participating Insurance Company life insurance company utilizing the Trust to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders proceedings of the type referred to in Section 5.1 hereof, LIFE COMPANY USAA Life will assist the Board of Directors Trustees in carrying out its responsibilities by providing the Board of Directors Trustees with all information reasonably necessary for the Board of Directors Trustees to consider any issue raised, including information as to a decision by LIFE COMPANY USAA Life to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors Directors, upon their request, with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.LIFE

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF Each Fund agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants Owners in all separate accounts of life insurance companies utilizing AVIF the Portfolios of such Fund ("“Participating Insurance Companies"”), including each Account, and participants in all qualified retirement and pension plans investing in AVIF the Portfolios of such Fund ("“Participating Plans"”). LIFE COMPANY agrees to inform the Board of Directors of AVIF each Fund of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "“material irreconcilable conflict" ” is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants Owners or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of ParticipantsOwners; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's Commission’s requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of ParticipantsOwners. LIFE COMPANY's ’s responsibilities in connection with the foregoing shall be carried out with a view only to the interests of ParticipantsOwners.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract Contract and variable life insurance contract Participants or by Participants of different Different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions Instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors Trustees will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY Phoenix agrees to inform the Board of Directors Trustees of AVIF AVIF; of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY Phoenix will assist the Board of Directors Trustees in carrying out its responsibilities by providing the Board of Directors Trustees with all information reasonably necessary for the Board of Directors Trustees to consider any issue raised, including information as to a decision by LIFE COMPANY Phoenix to disregard voting instructions of Participants. LIFE COMPANYPhoenix's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF The Fund agrees that its the Board of Directors Trustees will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in of all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies")the Fund, including each the Separate Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund Series are being managed; (e) a difference in voting instructions given by variable insurancelife insurance policy and variable annuity contract and variable participants or by participants of different life insurance contract Participants or by Participants of different Participating Insurance Companies;companies utilizing the Fund; or (f) a decision by a Participating Insurance Company life insurance company utilizing the Fund to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with AGL will report any potential or existing conflicts of which it becomes aware to the SECFund's requirements in connection with exemptive orders Board of the type referred to in Section 5.1 hereof, LIFE COMPANY Trustees. AGL will assist the Board of Directors in carrying out its responsibilities under the Mixed and Shared Funding Order by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue issues raised. This assistance shall include, including information as but is not limited to, an obligation by AGL to a decision by LIFE COMPANY to disregard (i) inform the Board whenever the voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing Policy owners or Participants are disregarded, and (ii) to submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by the Mixed and Shared Funding Order, and such reports, materials and data shall be carried submitted more frequently if deemed appropriate by the Board. AGL will carry out its responsibilities under this paragraph with a view only to the interests of the Policy owners and Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY Company agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such or existing material irreconcilable conflict conflicts of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties parties recognize that such a conflict may arise for a variety of reasonsreason, including, including without limitation: (a1) an action by any state insurance or other regulatory authority; (b2) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c3) an administrative or judicial decision in any relevant proceeding; (d4) the manner in which the investments of any Fund Portfolios are being managed; (e5) a difference in voting instructions given by variable annuity contract and participants, variable life insurance contract Participants or by Participants of different participants to Participating Insurance CompaniesCompanies (as that term is defined in the Order) and trustees of Participating Plans (as that term is defined in the Order); (f6) a decision by a Participating Insurance Company to disregard the voting instructions of Participantsparticipants; or (g7) a decision by a Participating Plan to disregard the voting instructions of Plan plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 8(a) hereof, LIFE COMPANY Company will assist the Board of Directors in carrying out its responsibilities under the Order by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY Company to disregard voting instructions of ParticipantsContract Owners. LIFE COMPANYCompany's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of ParticipantsContract Owners.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF PREMIUM FUND agrees that its Board of Directors Trustees, constituted with a majority of disinterested trustees, will monitor for the existence of any material irreconcilable conflict between the interests of the Participants Contract owners in all separate accounts of life insurance companies utilizing AVIF PREMIUM FUND ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF PREMIUM FUND ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors Trustees of AVIF PREMIUM FUND of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The Board shall have the sole authority to determine if a material irreconcilable conflict exists, and such determination shall be binding on LIFE COMPANY only if approved in the form of a resolution by a majority of the Board, or a majority of the disinterested trustees of the Board. The Board will give prompt notice of any such determination to LIFE COMPANY. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants owners or by Participants contract owners of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company Company, all separate accounts of life insurance companies utilizing PREMIUM FUND, to disregard the voting instructions of Participantscontract owners; or (g) a decision by a Participating Plan Plan, participants in all qualified retirement and pension plans, to disregard the voting instructions of Plan participantsparticipants ("Participants"). Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors Trustees in carrying out its responsibilities by providing the Board of Directors Trustees with all information reasonably necessary for the Board of Directors Trustees to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of ParticipantsContract owners. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of ParticipantsContract owners.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors Trustees will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors Trustees of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors Trustees in carrying out its responsibilities by providing the Board of Directors Trustees with all information reasonably necessary for the Board of Directors Trustees to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's 'S responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors Trustees will monitor for the existence of any material irreconcilable conflict between the interests of the Participants participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, Account and participants in on all qualified retirement and pension plans investing in AVIF ("Participating Plans"'). LIFE COMPANY LBL agrees to inform the Board of Directors Trustees of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY LBL will assist the Board of Directors Trustees in carrying out its responsibilities by providing the Board of Directors Trustees with all information reasonably necessary for the Board of Directors Trustees to consider any issue raised, including information as to a decision by LIFE COMPANY LBL to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY AMERICAN GENERAL agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY AMERICAN GENERAL will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY AMERICAN GENERAL to disregard voting instructions of Participants. LIFE COMPANYAMERICAN GENERAL's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors Trustees will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("“Participating Insurance Companies"”), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("“Participating Plans"”). LIFE COMPANY agrees to inform the Board of Directors Trustees of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "“material irreconcilable conflict" ” is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's ’s requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors Trustees in carrying out its responsibilities by providing the Board of Directors Trustees with all information reasonably necessary for the Board of Directors Trustees to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's ’s responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY MIMIC agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" . is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities;; 13 (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY MLLIC will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY MLLIC to disregard voting instructions of Participants. LIFE COMPANYMLLIC's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. AVIF The Trust agrees that its Board of Directors Trustees will monitor for the existence of any material irreconcilable conflict between the interests of the Participants participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies")the Trust, including each the Separate Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY USAA Life agrees to inform the Board of Directors Trustees of AVIF the Trust of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-no- action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants participants or by Participants participants of different Participating Insurance Companies;life insurance companies utilizing the Trust; or (f) a decision by a Participating Insurance Company life insurance company utilizing the Trust to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders proceedings of the type referred to in Section 5.1 hereof, LIFE COMPANY USAA Life will assist the Board of Directors Trustees in carrying out its responsibilities by providing the Board of Directors Trustees with all information reasonably necessary for the Board of Directors Trustees to consider any issue raised, including information as to a decision by LIFE COMPANY USAA Life to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.