Common use of POTENTIAL MATERIAL CONFLICTS Clause in Contracts

POTENTIAL MATERIAL CONFLICTS. 7.1. The Fund agrees that the Board, constituted with a majority of disinterested directors, will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the Policyowners of all separate accounts investing in the Fund. 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 a participating insurance company to disregard the voting instructions of contract owners. The Board shall have sole authority to determine if a material irreconcilable conflict exists, and such determination shall be binding on the Company only if approved in the form of a resolution by a majority of the Board, or a majority of the disinterested directors of the Board. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2. The Company and the Fund's Adviser each separately agrees that it will report any potential or existing conflict of which it is aware to the Board. Such responsibilities shall be carried out by the Company with a view only to the interests of its Policyowners. 7.3. If it is determined by a majority of the Board, or a majority of its directors who are not interested persons of the Fund, its Adviser or any sub-adviser to any of the Portfolios (the "Disinterested Directors"), that a material irreconcilable conflict exists, the Company, at its expense and to the extent reasonably practicable (as determined by a majority of the Disinterested Directors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Policyowners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity Contractowners or life insurance Policyowners) that votes in favor of such segregation, or offering to the affected Policyowners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. The Company shall not be required by this Section 7.3 to establish a new funding medium for the Policies if an offer to do so has been declined by vote of a majority of Policyowners materially adversely affected by the irreconcilable material conflict. 7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the Accounts investment in the Fund and terminate this Agreement; provided, however that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Directors. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the Accounts investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Underwriter and the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.6. For purposes of Sections 7.3 through 7.5 of this Agreement, a majority of the Disinterested Directors shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Policies. 7.7. The Fund agrees that it will not enter into any agreement with a life insurance company affiliated with the Company unless such agreement includes a section substantially identical to this Article VII.

POTENTIAL MATERIAL CONFLICTS. 7.1. The Fund Trust agrees that the Board, constituted with a majority of disinterested directorstrustees, will monitor each Designated Portfolio of the Fund Trust for the existence of any irreconcilable material irreconcilable conflict between the interests of the Policyowners variable annuity contract owners and the variable life insurance policy owners of all separate accounts the Company and/or affiliated companies ("contract owners") investing in the FundTrust. 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 interpretive letter, or any similar action by insurance, tax, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Designated Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownersowners or by contract owners of different Participating Insurance Companies; or (f) a decision by a participating insurance company Participating Insurance Company to disregard the voting instructions of contract owners. The Board shall have the sole authority to determine if a material irreconcilable conflict exists, and such determination shall be binding on the Company only if approved in the form of a resolution by a majority of the Board, or a majority of the disinterested directors trustees of the Board. The Board shall promptly inform will give prompt notice of any such determination to the Company if it determines that an irreconcilable material conflict exists and the implications thereofCompany. 7.2. The Company and the Fund's Adviser each separately agrees that it will report be responsible for assisting the Board in carrying out its responsibilities under the conditions set forth in the Trust's exemptive application pursuant to which the SEC has granted the Mixed and Shared Funding Exemptive Order by providing the Board, as it may reasonably request, with all information necessary for the Board to consider any issues raised and agrees that it will be responsible for promptly reporting any potential or existing conflict conflicts of which it is aware to the Board. Such responsibilities shall be carried out Board including, but not limited to, an obligation by the Company with a view only to inform the interests of its Policyowners. 7.3Board whenever contract owner voting instructions are disregarded. If it is determined by a majority of the BoardThe Company also agrees that, or a majority of its directors who are not interested persons of the Fund, its Adviser or any sub-adviser to any of the Portfolios (the "Disinterested Directors"), that if a material irreconcilable conflict existsarises, the Company, it will at its expense own cost and to the extent reasonably practicable (as determined by a majority of the Disinterested Directorsdisinterested directors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, such conflict up to and including: including (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Designated Portfolio and reinvesting such assets in a different investment mediummediUll1, including (but not limited to) another Designated Portfolio of the FundTrust, or submitting the question whether such segregation should be implemented to a vote of all affected Policyowners contract owners whether to withdraw assets from the Trust or any Designated Portfolio and reinvesting such assets in a different investment medium and, as appropriate, segregating the assets of attributable to any appropriate group of contract owners (i.e.E.G., annuity Contractowners or contract owners, life insurance Policyownersowners or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to any of the affected Policyowners contract owners the option of making such a change; segregating the assets attributable to their contracts or policies, and (2b) establishing a new registered management investment company or managed separate account. The Company shall not be required and segregating the assets underlying the Contracts, unless a majority of Contract owners affected by this Section 7.3 the conflict have voted to decline the offer to establish a new funding medium for the Policies if an offer to do so has been declined by vote of a registered management investment company. 7.3. A majority of Policyowners materially adversely affected by the irreconcilable material conflict. 7.4. If a material irreconcilable conflict arises because disinterested trustees of a decision the Board shall determine whether any proposed action by the Company to disregard contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the Accounts investment in the Fund and terminate this Agreement; provided, however that such withdrawal and termination shall be limited to the extent required by the foregoing adequately remedies any material irreconcilable conflict as determined by a majority of conflict. In the Disinterested Directors. Any such withdrawal and termination must take place within six (6) months after event that the Fund gives written notice Board determines that this provision is being implemented, and until the end of that six month period the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.5. If a any proposed action does not adequately remedy any material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulatorsconflict, then the Company will withdraw the Accounts from investment in the Fund Trust each of the subaccounts of the Accounts designated by the disinterested trustees and terminate this Agreement within six (6) months after the Board informs the Company in writing that it has determined that of the foregoing determination or such decision has created an irreconcilable material conflictperiod as may be required to obtain any necessary exemptive relief from the Commission with regard to the substitution of underlying funds; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing to remedy any such material irreconcilable conflict as determined by a majority of the disinterested members trustees of the Board. Until the end of the foregoing six month period, the Underwriter and the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.6. For purposes of Sections 7.3 through 7.5 of this Agreement, a majority of the Disinterested Directors shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Policies. 7.7. The Fund agrees that it will not enter into any agreement with a life insurance company affiliated with the Company unless such agreement includes a section substantially identical to this Article VII.

POTENTIAL MATERIAL CONFLICTS. 7.1. 7.1 The Board of Directors of the Fund agrees that (the "Board, constituted with a majority of disinterested directors, ") will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the Policyowners Contract Owners of all separate accounts Separate Accounts investing in the Fund. 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 and 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 a participating insurance company Participating Insurance Company to disregard the voting instructions of contract owners. The Board shall have sole authority to determine if a material irreconcilable conflict exists, and such determination shall be binding on the Company only if approved in the form of a resolution by a majority of the Board, or a majority of the disinterested directors of the BoardContract Owners. The Board shall promptly inform the each Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2. The 7.2 Each Company and the Fund's Adviser each separately agrees that it will immediately report any potential or existing conflict conflicts of which it is aware to the BoardBoard and, in addition, provide the Board with a quarterly written statement that they know of no conflicts. Such Each Company will assist the Board in carrying out its responsibilities shall be carried under the Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues so raised. This includes, but is not limited to, an obligation by each Company to inform the Board whenever Contract Owner voting instructions are disregarded. Each Company agrees to carry out by the Company these responsibilities with a view only to the interests interest of its PolicyownersContract Owners. 7.3. 7.3 If it is determined by a majority of the Board, or a majority of its directors who are not interested persons of the Fund, its Adviser or any sub-adviser to any of the Portfolios (the "Disinterested disinterested Directors"), that a material irreconcilable conflict exists, the Companyeach Company and any other Participating Insurance Companies whose Contract Owners are also affected shall, at its their expense and to the extent reasonably practicable (as determined by a majority of the Disinterested disinterested Directors), take whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including: including (1a) withdrawing the assets allocable to some or all of the separate accounts Separate Accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Policyowners Contract Owners and, as appropriate, segregating the assets of any appropriate group (i.e.e.g., annuity Contractowners or life insurance PolicyownersContract Owners or variable Contract Owners of any Participating Insurance Companies) that votes in favor of such segregation, or offering to any of the affected Policyowners contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. The Company shall not be required by this Section 7.3 to establish a new funding medium for the Policies if an offer to do so has been declined by vote of a majority of Policyowners materially adversely affected by the irreconcilable material conflict. 7.4. 7.4 If a material irreconcilable conflict arises because of a decision by the a Company to disregard contract owner Contract Owner voting instructions instructions, and that decision represents a minority position or would preclude a majority vote, the each Company may be required, at the Fund's election, to withdraw the Accounts investment affected Separate Account's investments in the Fund and terminate this Agreementagreement with respect to such Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Directorsdisinterested members of the Board. No penalty or charge will be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six (6) month period the Underwriter and the Fund shall continue to accept and implement orders by the each Company for the purchase (and redemption) of shares of the Fund. 7.5. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the a Company conflicts with the majority of other state regulators, then the Company will withdraw the Accounts affected Separate Account's investment in the Fund and terminate this Agreement with respect to such Separate Account within six (6) months after the Board informs the Company in writing that it has determined that such decision has created an a material irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six (6) month period, the Underwriter and the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.6. 7.6 For purposes of Sections 7.3 through 7.5 7.6 of this Agreement, a majority of the Disinterested disinterested Directors of the Board shall determine whether any proposed action by a Company adequately remedies any material irreconcilable material conflict, but in no event will the Fund or its affiliates be required to establish a new funding medium for the PoliciesContracts. No Company shall be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by a vote of a majority of Contract owners materially affected by the material irreconcilable conflict. In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, then each Company with withdraw the Separate Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Each Company agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interest of Contract owners. 7.7. The 7.7 Each Company shall at least annually submit to the Board such reports, materials or data as the Board may reasonably request that so it may carry out the obligations imposed on it by the Shared Funding Exemptive Order, and said reports, materials and data shall be submitted at any reasonable time deemed appropriate by the Board. 7.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then: (a) the Fund agrees or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 7.1 through 7.5 of this Agreement shall continue in effect only to the extent that it will not enter into any agreement with a life insurance company affiliated with the Company unless such agreement includes a section terms and conditions substantially identical to this Article VIIsuch Sections are contained in such Rule(s) as so amended or adopted.