Common use of Potential Conflicts Clause in Contracts

Potential Conflicts. 4.1 The parties acknowledge that the Fund's Shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors shall promptly inform the Company in writing if they determine that an irreconcilable material conflict exists and the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the Fund's Shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An A material irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer a Participating Insurance Company to disregard the voting instructions of contract owners. The Directors shall promptly inform the Company in writing if they determine that an irreconcilable material conflict exists and the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the FundTrust's Shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Trustees shall promptly inform the Company in writing if they determine that an irreconcilable material conflict exists and the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the Fund's Shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Board shall promptly inform the Company in writing if they determine that an irreconcilable material conflict exists and the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the FundTrust's Shares shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) f a decision by an insurer to disregard the voting instructions of contract owners. The Directors Trustees shall promptly inform the Company in writing if they determine that an irreconcilable material conflict exists and the implications thereof.

Potential Conflicts. 4.1 4.1. The parties Parties acknowledge that the FundTrust's Shares shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Trustees shall promptly inform the Company in writing if they determine that an irreconcilable material conflict exists and the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the Fund's Shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authoritiesdecision in any relevant proceeding; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio the Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownerscontract; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors shall promptly inform the Company in writing if they determine that an irreconcilable material conflict exists and the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the Fund's Shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors shall promptly inform the Company in writing if they determine that an irreconcilable material conflict exists and the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the Funda Portfolio's Shares shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Fund shall promptly inform Securian Life of any determination by the Company in writing if they determine Directors that an irreconcilable material conflict exists and of the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the Funda Portfolio's Shares shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Fund shall promptly inform the Company and in writing if they determine inform all Participating Insurance Companies and Qualified Plans, of any determination by the Directors that an irreconcilable material conflict exists and of the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the Funda Portfolio's Shares shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-no- action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Trust shall promptly inform the Company in writing if they determine of any determination by the Trustees that an irreconcilable material conflict exists and of the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the FundTrust's Shares are or may in the future be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund The Board will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Board shall promptly inform the Company in writing if they determine that an irreconcilable material conflict exists and the implications thereof. The Board shall have sole authority to determine whether a material irreconcilable conflict exists and a Board's determination shall be binding upon the Company.

Potential Conflicts. 4.1 4.1. The parties acknowledge that the Funda Portfolio's Shares shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An A material irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, letter or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Trust shall promptly inform the Company in writing if they determine of any determination by the Trustees that an a material irreconcilable material conflict exists and of the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the Fund's Shares Trust I s shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (ft) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Trustees shall promptly inform the Company in writing if they determine that an irreconcilable material conflict exists and the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the FundTrust's Shares shares may be made available for investment to other Participating Insurance CompaniesCompanies and Plans. In such event, the Directors of the Fund Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Trustees shall promptly immediately inform the Company in writing if they determine that an irreconcilable material conflict exists and the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the Funda Portfolio's Shares shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change Change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Trust shall promptly inform the Company in writing if they determine of any determination by the Trustees that an irreconcilable material conflict exists and of the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the Funda Portfolio's Shares shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors trust shall promptly inform the Company in writing if they determine of any determination by the Trustees that an irreconcilable material conflict exists and of the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the FundTrust's Shares shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f1) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Trustees shall promptly inform the Company in writing if they determine that an irreconcilable material conflict exists and the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the Funda Portfolio's Shares shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract Contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Trust shall promptly inform the Company in writing if they determine of any determination by the Trustees that an irreconcilable material conflict exists and of the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the Funda Portfolio's Shares shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority;; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity life insurance contracts contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Trust shall promptly inform the Company in writing if they determine of any determination by the Trustees that an irreconcilable material conflict exists and of the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the Funda Portfolio's Shares shares may be made available for investment to other Participating Insurance insurance Companies. In in such event, the Directors of the Fund Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Trust shall promptly inform the Company in writing if they determine of any determination by the Trustees that an irreconcilable material conflict exists and of the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the Funda Portfolio's Shares shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Trust shall promptly inform the Company in writing if they determine of any determination by the Trustees that an irreconcilable material conflict exists and of the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the Funda Portfolio's Shares shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Fund shall promptly inform Northstar Life of any determination by the Company in writing if they determine Directors that an irreconcilable material conflict exists and of the implications thereof.

Potential Conflicts. 4.1 4.1. The parties acknowledge that the FundTrust's Shares shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Trustees shall promptly inform the Company in writing if they determine that an irreconcilable material conflict exists and the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the Funda Portfolio's Shares shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests Interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Trust shall promptly inform the Company in writing if they determine of any determination by the Trustees that an irreconcilable material conflict exists and of the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the Fund's Shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable universal life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors shall promptly inform the Company in writing if they determine that an irreconcilable material conflict exists and the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the FundTrust's Shares shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-no- action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Trustees shall promptly inform the Company in writing if they determine that an irreconcilable material conflict exists and the implications thereof.

Potential Conflicts. 4.1 The parties acknowledge that the Funda Portfolio's Shares shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change Change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Trust shall promptly inform the Company in writing if they determine of any determination by the Trustees that an irreconcilable material conflict exists and of the implications thereof.. 10

Potential Conflicts. 4.1 The parties acknowledge that the Funda Portfolio's Shares shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests interest of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Trust shall promptly inform the Company in writing if they determine of any determination by the Trustees that an irreconcilable material conflict exists and of the implications thereof.

Potential Conflicts. 4.1 4.1. The parties acknowledge that the Funda Portfolio's Shares shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An A material irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance 8 9 regulatory authority; (b) a change in applicable federal or state insurance, tax, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, letter or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors Trust shall promptly inform the Company in writing if they determine of any determination by the Trustees that an a material irreconcilable material conflict exists and of the implications thereof.