EXEMPTIVE RELIEF. 6.1 Fund acknowledges that Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of (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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) 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 contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholders. 6.2 Insurance Company acknowledges that it has reviewed a copy of the Order and, in particular, has reviewed the conditions to the relief set forth in the Notice. As required by the conditions set forth in the Notice, Insurance Company will report any potential or existing conflicts of which it is aware promptly to the Board. 6.3 Insurance Company will be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised including, without limitation, information whenever Contract voting instructions are disregarded. No less than annually, Insurance Company will submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Order. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders. 6.4 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder investments in Fund, the Board will give prompt notice to all Participating Companies. If the Board determines that Insurance Company is a Participating Company for whom the conflict is relevant, Insurance Company will at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will not be limited to: (a) withdrawing the assets allocable to some or all Separate Accounts from Fund or any Portfolio and reinvesting such assets in a different investment medium (which may include another Portfolio); (b) submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.
Appears in 5 contracts
Samples: Fund Participation Agreement (Phoenix Life & Annuity Variable Universal Life Account), Participation Agreement (Phoenix Life Variable Universal Life Account), Participation Agreement (Phlvic Variable Universal Life Account)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges that Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of (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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) 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 contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholders.
6.2 Insurance Company acknowledges that it has reviewed a copy of the Order dated February 5, 1998 of the Commission under Section 6(c) of the Act with respect to the Participating Funds and, in particular, has reviewed the conditions to the relief set forth in the NoticeNotice of Application for agenda order. As required by the conditions set forth in the Noticetherein, Insurance Company will agrees, as applicable, to report any potential or existing conflicts of which it is aware promptly to the Board.
6.3 Insurance Company Board and, in particular, whenever contract voting instructions are disregarded, and recognizes that it will be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised including, without limitation, information whenever Contract voting instructions are disregarded. No less than annually, Insurance Company will submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Orderapplication. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders.
6.4 6.2 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder Contractholder investments in a Participating Fund, the Board will shall give prompt notice to all Participating CompaniesCompanies and any other Participating Fund. If the Board determines that Insurance Company is a Participating Company responsible for whom the conflict is relevantcausing or creating said conflict, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will shall not be limited to:
(a) withdrawing a. Withdrawing the assets allocable to some or all the Separate Accounts Account from the Participating Fund or any Portfolio and reinvesting such assets in another Participating Fund (if applicable) or a different investment medium (which may include another Portfolio);
(b) medium, or submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders; and/or
b. Establishing a new registered management investment company.
6.3 If a material irreconcilable conflict arises as a result of a decision by Insurance Company to disregard Contractholder voting instructions and said decision represents a minority position or would preclude a majority vote by all Contractholders andhaving an interest in a Participating Fund, Insurance Company may be required, at the Board's election, to withdraw the investments of the Separate Account in that Participating Fund.
6.4 For the purpose of this Article, a majority of the Disinterested Board Members shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will any Participating Fund be required to bear the expense of establishing a new funding medium for any Contract. Insurance Company shall not be required by this Article to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contractholders materially adversely affected by the irreconcilable material conflict.
6.5 No action by Insurance Company taken or omitted, and no action by the Separate Account or any Participating Fund taken or omitted as appropriate, segregating the assets a result of any appropriate group (i.act or failure to act by Insurance Company pursuant to this Article VI, shall relieve Insurance Company of its obligations under, or otherwise affect the operation of, Article V.
Appears in 3 contracts
Samples: Fund Participation Agreement (Pruco Life Variable Universal Account), Fund Participation Agreement (Pruco Life of New Jersey Variable Appreciable Account), Fund Participation Agreement (Pruco Life of New Jersey Variable Appreciable Account)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges that Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of (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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) 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 contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholders.
6.2 7.1 Insurance Company acknowledges that it has reviewed a copy of the Order and, in particular, has reviewed the conditions to the relief set forth in the Notice. As required by the conditions set forth in the Notice, Insurance Company will shall report any potential or existing conflicts of which it is aware promptly to the Board.
6.3 . In addition, Insurance Company will shall be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised including, without limitation, information whenever Contract voting instructions are disregarded. No less than annuallyInsurance Company, Insurance Company will at least annually (but more frequently if requested by Fund), shall submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Order. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders.
6.4 7.2 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder Contractholder investments in Fund, the Board will shall give prompt notice to all Participating Companies. If the Board determines that Insurance Company is a Participating Company for whom the conflict is relevant, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will shall not be limited to:
(a) withdrawing the assets allocable to some or all Separate Accounts from Fund or any Portfolio and reinvesting such assets in a different investment medium (which may include another Portfolio);
(b) submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.i.e. variable annuity or variable life insurance Contractholders) that votes in favor of such segregation; and/or
(c) establishing a new registered management investment company or managed separate account.
7.3 If a material irreconcilable conflict arises as a result of a decision by Insurance Company to disregard Contractholder voting instructions and that decision represents a minority position or would preclude a majority vote, Insurance Company may be required, at the Board’s election, to withdraw the investments of its Separate Accounts in Fund.
7.4 For the purpose of this Article, a majority of the Disinterested Board Members shall determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event shall Fund or Lazard or any other investment adviser of Fund be required to bear the expense of establishing a new funding medium for any Contract. Insurance Company shall not be required by this Article to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contractholders materially and adversely affected by the material irreconcilable conflict.
7.5 No action by Insurance Company taken or omitted, and no action by a Separate Account or Fund taken or omitted as a result of any act or failure to act by Insurance Company pursuant to this Article VII shall relieve Insurance Company of its obligations under, or otherwise affect the operations of, this Article VII.
Appears in 3 contracts
Samples: Fund Participation Agreement (Lazard Retirement Series Inc), Fund Participation Agreement (Pacific Select Exec Separate Acct Pacific Life Ins), Fund Participation Agreement (Pacific Select Exec Separate Acct Pacific Life Ins)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges that Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of (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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) 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 contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholders.
6.2 7.1 Insurance Company acknowledges that it the Fund has reviewed a copy of been granted the Order and, in particular, has reviewed the conditions to the relief set forth in the NoticeOrder. As required by the conditions set forth in the Notice, Insurance Company will shall report any potential or existing conflicts of which it is aware promptly to the Board.
6.3 . In addition, Insurance Company will shall be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised including, without limitation, information whenever Contract voting instructions are disregarded. No less than annuallyInsurance Company, Insurance Company will at least annually (but more frequently if requested by Fund), shall submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Order. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders.
6.4 7.2 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder Contractholder investments in Fund, the Board will shall give prompt notice to all Participating Companies. If the Board determines that Insurance Company is a Participating Company for whom the conflict is relevant, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will shall not be limited to:
(a) withdrawing the assets allocable to some or all Separate Accounts from Fund or any Portfolio and reinvesting such assets in a different investment medium (which may include another Portfolio);
(b) submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.i.e. variable annuity or variable life insurance Contractholders) that votes in favor of such segregation; and/or
(c) establishing a new registered management investment company or managed separate account.
7.3 If a material irreconcilable conflict arises as a result of a decision by Insurance Company to disregard Contractholder voting instructions and that decision represents a minority position or would preclude a majority vote, Insurance Company may be required, at the Board’s election, to withdraw the investments of its Separate Accounts in Fund.
7.4 For the purpose of this Article, a majority of the Disinterested Board Members shall determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event shall Fund or Lazard or any other investment adviser of Fund be required to bear the expense of establishing a new funding medium for any Contract. Insurance Company shall not be required by this Article to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contractholders materially and adversely affected by the material irreconcilable conflict.
7.5 No action by Insurance Company taken or omitted, and no action by a Separate Account or Fund taken or omitted as a result of any act or failure to act by Insurance Company pursuant to this Article VII shall relieve Insurance Company of its obligations under, or otherwise affect the operations of, this Article VII.
Appears in 2 contracts
Samples: Participation Agreement (Delaware Life Variable Account F), Fund Participation Agreement (Lazard Retirement Series Inc)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges that Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of (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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) 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 contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholders.
6.2 Insurance Company acknowledges that it has reviewed a copy of the Order and, in particular, has reviewed the conditions to the relief set forth in the Notice. As required by the conditions set forth in the Notice, Insurance Company will shall report any potential or existing conflicts of which it is aware promptly to the Board.
6.3 . In addition, Insurance Company will shall be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised including, without limitation, information whenever Contract voting instructions are disregarded. No less than annuallyInsurance Company, Insurance Company will at least annually (but more frequently if requested by Fund), shall submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Order. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders.
6.4 6.2 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder Contractholder investments in Fund, the Board will shall give prompt notice to all Participating Companies. If the Board determines that Insurance Company is a Participating Company for whom the conflict is relevant, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will shall not be limited to:
(a) withdrawing the assets allocable to some or all Separate Accounts from Fund or any Portfolio and reinvesting such assets in a different investment medium (which may include another Portfolio);
(b) submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.i.e. variable annuity or variable life insurance Contractholders) that votes in favor of such segregation; and/or
(c) establishing a new registered management investment company or managed separate account.
6.3 If a material irreconcilable conflict arises as a result of a decision by Insurance Company to disregard Contractholder voting instructions and that decision represents a minority position or would preclude a majority vote, Insurance Company may be required, at the Board's election, to withdraw the investments of its Separate Accounts in Fund.
6.4 For the purpose of this Article, a majority of the Disinterested Board Members shall determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event shall Fund or Lazard or any other investment adviser of Fund be required to bear the expense of establishing a new funding medium for any Contract. Insurance Company shall not be required by this Article to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contractholders materially and adversely affected by the material irreconcilable conflict.
6.5 No action by Insurance Company taken or omitted, and no action by a Separate Account or Fund taken or omitted as a result of any act or failure to act by Insurance Company pursuant to this Article VI shall relieve Insurance Company of its obligations under, or otherwise affect the operations of, this Article VI.
Appears in 2 contracts
Samples: Fund Participation Agreement (Fidelity Investments Variable Annuity Account I), Fund Participation Agreement (Empire Fidelity Investments Variable Annuity Account A)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges that Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of (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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) 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 contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholders.
6.2 7.1 Insurance Company acknowledges that it has reviewed a copy of the Order and, in particular, has reviewed the conditions to the relief set forth in the Notice. As required by the conditions set forth in the Notice, Insurance Company will shall report any potential or existing conflicts of which it is aware promptly to the Board.
6.3 . In addition, Insurance Company will be responsible for assisting is obligated to assist the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised including, without limitation, information notifying the Board whenever Contract Contractholder voting instructions are disregarded. No less than annuallyInsurance Company, Insurance Company will at least annually (but more frequently if deemed appropriate by the Board), shall submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Order. Insurance Company agrees to carry out that such responsibilities will be carried out with a view only to the interests of existing Contractholders.
6.4 7.2 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder Contractholder investments in Fund, the Board will shall give prompt notice to all Participating Companies. If the Board determines that Insurance Company is a Participating Company for whom the conflict is relevant, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will shall not be limited to:
(a) withdrawing the assets allocable to some or all Separate Accounts from Fund or any Portfolio and reinvesting such assets in a different investment medium (which may include another Portfolio);
(b) submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.i.e., variable annuity or variable life insurance Contractholders) that votes in favor of such segregation or offering to affected Contractholders the option of making such a change; and
(c) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises as a result of a decision by Insurance Company to disregard Contractholder voting instructions and that decision represents a minority position or would preclude a majority vote, Insurance Company may be required, at Fund’s election, to withdraw the investments of its Separate Accounts in Fund, and no charge or penalty will be imposed as a result of such withdrawal. The responsibilities of Insurance Company in this Section 7.2 shall be carried out with a view only to the interest of Contractholders.
7.3 For the purpose of Section 7.2, a majority of the Disinterested Board Members shall determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event shall Fund or Lazard or any other investment adviser of Fund be required to bear the expense of establishing a new funding medium for any Contract. Insurance Company shall not be required by Section 7.2 to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contractholders materially and adversely affected by the material irreconcilable conflict.
7.4 No action by Insurance Company taken or omitted, and no action by a Separate Account or Fund taken or omitted as a result of any act or failure to act by Insurance Company pursuant to this Article VII shall relieve Insurance Company of its obligations under, or otherwise affect the operations of, this Article VII.
7.5 If and to the extent Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or if Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules thereunder with respect to mixed and shared funding on terms and conditions materially different from any exemptions granted in the Order, then Fund, and/or the Participating Companies, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and Rule 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such Rules are applicable.
Appears in 2 contracts
Samples: Fund Participation Agreement (Lazard Retirement Series Inc), Fund Participation Agreement (Jefferson National Life of New York Annuity Account 1)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges that Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of (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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) 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 contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholders.
6.2 Insurance Company acknowledges that it has reviewed a copy of the Order and, in particular, has reviewed the conditions to the relief set forth in the Notice. As required by the conditions set forth in the Notice, Insurance Company will shall report any potential or existing conflicts of which it is aware promptly to the Board.
6.3 . In addition; Insurance Company will shall be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised including, without limitation, information whenever Contract voting instructions are disregarded. No less than annuallyInsurance Company, Insurance Company will at least annually (but more frequently if requested by Fund), shall submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Order. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders.
6.4 6.2 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder Contractholder investments in Fund, the Board will shall give prompt notice to all Participating Companies. If the Board determines that Insurance Company is a Participating Company for whom the conflict is relevant, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will shall not be limited to:
(a) withdrawing the assets allocable to some or all Separate Accounts from Fund or any Portfolio and reinvesting such assets in a different investment medium (which may include another Portfolio);
(b) submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.i.e. variable annuity or variable life insurance Contractholders) that votes in favor of such segregation; and/or
(c) establishing a new registered management investment company or managed separate account.
6.3 If a material irreconcilable conflict arises as a result of a decision by Insurance Company disregard Contractholder voting instructions and that decision represents a minority position or would preclude a majority vote, Insurance Company may be required, at the Board's election, to withdraw the investments of its Separate Accounts in Fund.
6.4 For the purpose of this Article, a majority of the Disinterested Board Members shall determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event shall Fund or XXX or any other investment adviser of Fund be required to bear the expense of establishing a new funding medium for any Contract. Insurance Company shall not be required by this Article to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contractholders materially and adversely affected by the material irreconcilable conflict.
6.5 No action by Insurance Company taken or omitted, and no action by a Separate Account or Fund taken or omitted as a result of any act or failure to act by Insurance Company pursuant to this Article VI shall relieve Insurance Company of its obligations under, or otherwise affect the operations of, this Article VI.
Appears in 1 contract
Samples: Fund Participation Agreement (Jefferson National Life Annuity Account E)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges that Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of (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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) 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 contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholders.
6.2 Insurance Company acknowledges that it has reviewed a copy of the Order and, in particular, has reviewed the conditions to the relief set forth in the Notice. As required by the conditions set forth in the Notice, Insurance Company will report any potential or existing conflicts of which it is aware promptly to the Board.
6.3 Insurance Company will be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised including, without limitation, information whenever Contract voting instructions are disregarded. No less than annually, Insurance Company will submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Order. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders.
6.4 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder investments in Fund, the Board will give prompt notice to all Participating Companies. If the Board determines that Insurance Company is a Participating Company for whom the conflict is relevant, Insurance Company will at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will not be limited to:
(a) withdrawing the assets allocable to some or all Separate Accounts from Fund or any Portfolio and reinvesting such assets in a different investment medium (which may include another Portfolio);
(b) submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.i.e. variable annuity or variable life insurance Contractholders) that votes in favor of such segregation; and/or
(c) establishing a new registered management investment company or managed separate account.
6.5 If a material irreconcilable conflict arises as a result of a decision by Insurance Company to disregard Contractholder voting instructions and that decision represents a minority position or would preclude a majority vote, Insurance Company may be required, at the Board’s election, to withdraw the investments of its Separate Accounts in Fund.
6.6 For the purpose of this Article, a majority of the Disinterested Board Members will determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event will Fund or Lazard or any other investment adviser of Fund be required to bear the expense of establishing a new funding medium for any Contract. Insurance Company will not be required by this Article to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contractholders materially and adversely affected by the material irreconcilable conflict.
6.7 The Board’s determination of the existence of a material irreconcilable conflict and its implications will be made known promptly and in writing to Insurance Company.
6.8 No action by Insurance Company taken or omitted, and no action by a Separate Account or Fund taken or omitted as a result of any act or failure to act by Insurance Company pursuant to this Article VI will relieve Insurance Company of its obligations under, or otherwise affect the operations of, this Article VI.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges that Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of (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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) 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 contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholders.
6.2 Insurance Company acknowledges that it has reviewed (i) a copy of the Order andof the Commission under Section 6(c) of the 1940 Act dated November 21, in particular1988 issued to the applicants including Acacia Capital Corporation, has reviewed the predecessor to CVS (the “CVS Exemptive Order”), and the conditions to the relief set forth in the Notice. As required by related Notice of Application for Exemption dated October 24, 1988 and (ii) a copy of the Order of the Commission under Section 6(c) of the 1940 Act dated December 4, 2000 issued to Summit Mutual Funds, Inc., the predecessor to CVP (the “CVP Exemptive Order” and, together with the CVS Exemptive Order, the “Exemptive Orders”), and the conditions to the relief set forth in the Noticerelated Notice of Application for Exemption dated November 9, 2000. As set forth therein, Insurance Company will agrees to report any potential or existing conflicts of which it is aware promptly to the Board.
6.3 Insurance Company , in particular whenever contract voting instructions are disregarded, and recognizes that it will be responsible for assisting the Board in carrying out its responsibilities under the Order by such application by, among other things, providing the Board with all information reasonably necessary for the Board to consider any issues raised including, without limitation, information whenever Contract voting instructions are disregarded. No less than annually, Insurance Company will submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Orderraised. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders.
6.4 6.2 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder Participating Contractholder investments in the Fund, the Board will shall give prompt notice to all Participating Companies. If the Board determines that Insurance Company is a Participating Company wholly or partly responsible for whom the conflict is relevantcausing or creating said conflict, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will shall not be limited to:
(a) withdrawing a. Withdrawing the assets allocable to some or all the applicable Separate Accounts Account from Fund or any the Portfolio and reinvesting such assets in a different investment medium (which may include another Portfolio);
(b) medium, or submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected Contractholders the option of making such a change; and/or
Appears in 1 contract
EXEMPTIVE RELIEF. 6.1 Fund acknowledges that Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of (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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) 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 contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholders.
6.2 Insurance Company acknowledges that it has reviewed (i) a copy of the Order andof the Commission under Section 6(c) of the 1940 Act dated November 21, in particular1988 issued to the applicants including Acacia Capital Corporation, has reviewed the predecessor to CVS (the “CVS Exemptive Order”), and the conditions to the relief set forth in the Notice. As required by related Notice of Application for Exemption dated October 24, 1988 and (ii) a copy of the Order of the Commission under Section 6(c) of the 1940 Act dated December 4, 2000 issued to Summit Mutual Funds, Inc., the predecessor to CVP (the “CVP Exemptive Order” and, together with the CVS Exemptive Order, the “Exemptive Orders”), and the conditions to the relief set forth in the Noticerelated Notice of Application for Exemption dated November 9, 2000. As set forth therein, Insurance Company will agrees to report any potential or existing conflicts of which it is aware promptly to the Board.
6.3 Insurance Company , in particular whenever contract voting instructions are disregarded, and recognizes that it will be responsible for assisting the Board in carrying out its responsibilities under the Order by such application by, among other things, providing the Board with all information reasonably necessary for the Board to consider any issues raised including, without limitation, information whenever Contract voting instructions are disregarded. No less than annually, Insurance Company will submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Orderraised. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders.
6.4 6.2 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder Participating Contractholder investments in the Fund, the Board will shall give prompt notice to all Participating Companies. If the Board determines that Insurance Company is a Participating Company wholly or partly responsible for whom the conflict is relevantcausing or creating said conflict, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will shall not be limited to:
(a) withdrawing a. Withdrawing the assets allocable to some or all the applicable Separate Accounts Account from Fund or any the Portfolio and reinvesting such assets in a different investment medium (which may include another Portfolio);
(b) medium, or submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.e.g., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected Contractholders the option of making such a change; and/or
Appears in 1 contract
Samples: Fund Participation Agreement (Jefferson National Life Annuity Account G)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges that Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of (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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) 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 contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholders.
6.2 Insurance Company acknowledges that it has reviewed a copy of the Order andof the Commission under Section 6(c) of the 1940 Act dated December 4, in particular2000 issued to Summit Mutual Funds, has reviewed Inc., the predecessor to CVP (the "CVP EXEMPTIVE ORDER"), and the conditions to the relief set forth in the Noticerelated Notice of Application for Exemption dated November 9, 2000. As required by the conditions set forth in the Noticetherein, Insurance Company will agrees to report any potential or existing material irreconcilable conflicts of which it is aware promptly to the Board.
6.3 Insurance Company , in particular whenever contract voting instructions are disregarded, and recognizes that it will be responsible for assisting the Board in carrying out its responsibilities under the Order by such application by, among other things, providing the Board with all information reasonably necessary for the Board to consider any issues raised including, without limitation, information whenever Contract voting instructions are disregarded. No less than annually, Insurance Company will submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Orderraised. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders.
6.4 6.2 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder Participating Contractholder investments in the Fund, the Board will shall give prompt notice to all Participating Companies. If the Board determines that Insurance Company is a Participating Company wholly or partly responsible for whom the conflict is relevantcausing or creating said conflict, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the material irreconcilable material conflict. Such necessary action may include, but will shall not be limited to:
(a) withdrawing a. Withdrawing the assets allocable to some or all the applicable Separate Accounts Account from Fund or any the Portfolio and reinvesting such assets in a different investment medium (which may include another Portfolio);
(b) medium, or submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.E.G., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected Contractholders the option of making such a change; and/or
Appears in 1 contract
Samples: Fund Participation Agreement (Forethought Life Insurance Co Separate Account A)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges that 7.1 The Board will monitor Fund the Participating Funds for the existence of any material irreconcilable conflict between the interests of the contractholders Contractholders of Participating Company all separate accounts investing in Fund, including the Participating Funds. A material irreconcilable conflicts arising by reason 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 law or regulations, or a public ruling, private letter ruling, no-action or interpretive interpretative letter, or any similar action by insurance, tax tax, or securities regulatory authorities; (c) and an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio Participating Fund are being managed; (e) a difference in voting instructions given by contractholders of different Participating Companiesvariable annuity contract and variable life insurance contract owners; or (f) a decision by a Participating Company an insurer to disregard the voting instructions of its contractholderscontract owners. The Participating Funds shall promptly inform Insurance Company if the Board determines that a material irreconcilable conflict exists and the implications thereof.
6.2 Insurance Company acknowledges that it has reviewed a copy of the Order and, in particular, has reviewed the conditions to the relief set forth in the Notice. As required by the conditions set forth in the Notice, 7.2 Insurance Company will report any potential or existing conflicts of which it is aware promptly to the Board.
6.3 . Insurance Company will be responsible for assisting assist the Board in carrying out its responsibilities under the Order Mixed and Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised includingraised. This includes, without limitationbut is not limited to, information an obligation by Insurance Company to inform the Board whenever Contract Contractholders’ voting instructions are disregarded. No less than annually, Insurance Company will submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Order. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders.
6.4 7.3 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder Contractholder investments in a Participating Fund, the Board will shall give prompt notice to all Participating CompaniesCompanies and any other Participating Fund. If the Board determines that Insurance Company is a Participating Company responsible for whom the conflict is relevantcausing or creating said conflict, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will shall not be limited to:
(a) withdrawing a. Withdrawing the assets allocable to some or all the Separate Accounts Account from the Participating Fund or any Portfolio and reinvesting such assets in another Participating Fund (if applicable) or a different investment medium (which may include another Portfolio);
(b) medium, or submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.Contractholders; and/or
Appears in 1 contract
Samples: Fund Participation Agreement (Guardian Separate Acct N of the Guardian Ins & Annuity Co)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges Insurance Company has reviewed a copy of the order dated February 25, 1988 of the Commission under Section 6(c) of the Act (Rel. No. IC-16287; 812-6937) with respect to each Participating Fund, and, in particular, has reviewed the conditions to the relief set forth in the related notice of application published by the Commission. Insurance Company agrees to report any potential or existing conflicts promptly to the relevant Participating Fund's Board, and, in particular, whenever Contract voting instructions are disregarded, and recognizes that it will be responsible for assisting the Board in carrying out its responsibilities under such application. Insurance Company agrees to carry out such responsibilities with a view to the interests of existing variable life and annuity contract owners and participants.
6.2 Each Participating Fund's Board will monitor the Participating Fund for the existence of any material irreconcilable conflict between the interests of the contractholders variable life and annuity contract owners and participants of Participating Company all separate accounts and all other persons investing in the Participating Fund, including . A material irreconcilable conflicts arising by reason 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 interpretive interpretative letter, or any similar action by insurance, tax tax, or securities regulatory authorities; (c) and an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio Participating Fund are being managed; (e) a difference in voting instructions given by contractholders of different Participating Companiesvariable annuity contract and variable life insurance contract owners; or (f) a decision by a Participating Company an insurer to disregard the voting instructions of contract owners; or (g) if applicable, a decision by a qualified pension or retirement plan to disregard the voting instructions of its contractholders.
6.2 participants. The Distributor shall promptly inform Insurance Company acknowledges if a Participating Fund's Board determines that it has reviewed a copy of material irreconcilable conflict exists and the Order and, in particular, has reviewed the conditions to the relief set forth in the Notice. As required by the conditions set forth in the Notice, Insurance Company will report any potential or existing conflicts of which it is aware promptly to the Boardimplications thereof.
6.3 Insurance Company will be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised including, without limitation, information whenever Contract voting instructions are disregarded. No less than annually, Insurance Company will submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Order. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders.
6.4 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder contract owner or participant investments in a Participating Fund, the Board will shall give prompt notice to all Participating CompaniesCompanies and any other Participating Fund. If the Board determines that Insurance Company is a Participating Company responsible for whom the conflict is relevantcausing or creating said conflict, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the material irreconcilable material conflict. Such necessary action may include, but will shall not be limited to:
(a) withdrawing Withdrawing the assets allocable to some or all the Separate Accounts Account from the Participating Fund or any Portfolio and reinvesting such assets in another Participating Fund (if applicable) or a different investment medium (which may include another Portfolio);
(b) medium, or submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders contract owners and participants and, as appropriate, segregating the assets of any appropriate group (i.e.g., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the effected contract owners the option of making such a change; and/or
(b) Establishing a new registered management investment company or managed separate account.
6.4 If a material irreconcilable conflict arises as a result of a decision by Insurance Company to disregard Contractholder or Participant voting instructions and said decision represents a minority
6.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Insurance Company conflicts with the majority of other state regulators, then the Insurance Company will withdraw the affected Separate Account's investment in the Participating Fund and terminate this Agreement with respect to such Fund (at the Company's expense) within six (6) months after the Board informs the Insurance Company in writing that it has determined that such decision has created a material irreconcilable 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 Participating Fund shall continue to accept and implement orders by the Insurance Company for the purchase (and redemption) of shares of the Fund. The responsibility to take such action shall be carried out with a view only to the interest of the Contractholders and Participants.
6.6 For the purpose of this Article, a majority of the Disinterested Board Members shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will any Participating Fund be required to bear the expense of establishing a new funding medium for any Contract. Insurance Company shall not be required by this Article to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the contract owners or participants materially adversely affected by the irreconcilable material conflict In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the 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.
6.7 If and to the extent any Mixed and Shared Funding Order or any amendment thereto contains terms and conditions different from Article VI of this Agreement, then the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with the Mixed and Shared Funding Exemptive Order, and this Article VI shall be deemed to incorporate such new terms and conditions, and any term or condition of this Article VI that is inconsistent therewith shall be deemed to be succeeded thereby. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 under the Act is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/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) this
Appears in 1 contract
Samples: Fund Participation Agreement (Corporate Sponsored Vul Separate Account I)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges represents that Fund Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders Variable Contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of of: (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 interpretive letter, or any similar action by insurance, tax tax, or securities regulatory authorities; (c) and 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 contractholders Variable Contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholdersVariable Contractholders.
6.2 Insurance Company acknowledges that it has reviewed a copy of the Order and, in particular, has reviewed the conditions to the relief set forth in the Notice. As required by the conditions set forth in the Notice, Insurance Company will shall report any potential or existing conflicts of which it is aware promptly to the Board.
6.3 Insurance Company will shall be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised including, without limitation, information whenever Contract Contractholder voting instructions are disregarded. No less than annuallyInsurance Company, Insurance Company will at least annually (but more frequently if requested by Fund), shall submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Order. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders.
6.4 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder Variable Contractholder investments in Fund, the Board will shall give prompt notice to all Participating Companies. If the Board determines that Insurance Company is a Participating Company for whom the conflict is relevant, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will not be limited toup to and including, without limitation:
(a) withdrawing the assets allocable to some or all Separate Accounts from Fund or any Portfolio and reinvesting such assets in a different investment medium (which may include another Portfolio);
(b) submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.i.e. variable annuity or variable life insurance Contractholders) that votes in favor of such segregation; and/or
(c) establishing a new registered management investment company or managed separate account. The responsibility to take such remedial action shall be carried out with a view only to the interests of Variable Contractholders that use a Portfolio as an underlying investment medium.
6.5 If a material irreconcilable conflict arises as a result of a decision by Insurance Company to disregard Contractholder voting instructions and that decision represents a minority position or would preclude a majority vote, Insurance Company may be required, at the Board’s election, to withdraw the investments of its Separate Accounts in Fund.
6.6 For the purpose of this Article, a majority of the Disinterested Board Members shall determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event shall Fund or Fund Distributor or any investment adviser of Fund be required to establish a new funding medium for any Contract. Insurance Company shall not be required by this Article to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contractholders materially and adversely affected by the material irreconcilable conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then Insurance Company will withdraw the affected Separate Account’s investment in Fund and terminate this Agreement within six months after the Board informs Insurance 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 Board Members.
6.7 The Board’s determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to Insurance Company.
6.8 No action by Fund or Fund Distributor taken or omitted as a result of any act or failure to act by Insurance Company pursuant to this Article VI shall relieve Insurance Company of its obligations under, or otherwise affect the operations of, this Article VI.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges that Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of (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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) 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 contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholders.
6.2 Insurance Company acknowledges that it has reviewed a copy of the Order order dated December 1996 of the Securities and Exchange Commission under Section 6(c) of the Act and, in particular, has reviewed the conditions to the relief set forth in the related Notice. As required by the conditions set forth in the Noticetherein, Insurance Company will agrees to report any potential or existing conflicts of which it is aware promptly to the Board.
6.3 Insurance Company , and in particular whenever contract voting instructions are disregarded, and recognizes that it will be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised including, without limitation, information whenever Contract voting instructions are disregarded. No less than annually, Insurance Company will submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Orderapplication. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders.
6.4 6.2 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder Contractholder investments in the Fund, the Board will shall give prompt notice to all Participating Companies. If the Board determines that Insurance Company is a Participating Company responsible for whom the conflict is relevantcausing or creating said conflict, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will shall not be limited to:
(a) withdrawing a. Withdrawing the assets allocable to some or all the Separate Accounts Account from Fund or any Portfolio the Series and reinvesting such assets in a different investment medium (which may include another Portfolio);
(b) medium, or submitting the question of whether such segregation should be implemented to a vote of or all affected Contractholders; and/or b. Establishing a new registered management investment company.
6.3 If a material irreconcilable conflict arises as a result of a decision by Insurance Company to disregard Contractholder voting instructions and said decision represents a minority position or would preclude a majority vote by all Contractholders andhaving an interest in the Fund, Insurance Company may be required, at the Board's election, to withdraw the Separate Account's investment in the Fund.
6.4 For the purpose of this Article, a majority of the Disinterested Board Members shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to bear the expense of establishing a new funding medium for any Contract. Insurance Company shall not be required by this Article to establish a new finding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contractholders materially adversely affected by the irreconcilable material conflict.
6.5 No action by Insurance Company taken or omitted, and no action by the Separate Account or the Fund taken or omitted as appropriate, segregating the assets a result of any appropriate group (i.act or failure to act by Insurance Company pursuant to this Article VI shall relieve Insurance Company of its obligations under, or otherwise affect the operation of, Article V.
Appears in 1 contract
Samples: Fund Participation Agreement (General American Life Insurance Co Separate Account Eleven)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges that Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of (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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) 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 contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholders.
6.2 7.1 Insurance Company acknowledges that it has reviewed a copy of the Order of the Commission under Section 6(c) of the 1940 Act, dated February 5, 1998, applicable to the Participating Funds (the “Order”) and, in particular, has reviewed the conditions to the relief set forth in the NoticeNotice of Application for the Order (the “Conditions”). As required by the conditions set forth in the Noticetherein, Insurance Company will agrees, as applicable, to report any potential or existing conflicts of which it is aware promptly to the Board.
6.3 Insurance Company , including whenever contract voting instructions are disregarded, and recognizes that it will be responsible for assisting the Board in carrying out its responsibilities under the Order Conditions by providing the Board with all information reasonably necessary for the Board to consider any issues raised including, without limitation, information whenever Contract voting instructions are disregarded. No less than annually, Insurance Company will submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Orderraised. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders.
6.4 7.2 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder Contractholder investments in a Participating Fund, the Board will shall give prompt notice of the material irreconcilable conflict and its implications to all Participating CompaniesCompanies and any other Participating Fund. If the Board determines that Insurance Company is a Participating Company for whom the which such conflict is relevant, Insurance Company will shall, at its sole cost and expense, expense and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is whatever steps are necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will not be limited toincluding:
(a) a. withdrawing the assets allocable to some or all of the Separate Accounts (as applicable) from the Participating Fund or any Portfolio and reinvesting such assets in another Participating Fund (if applicable) or a different investment medium (which may include another Portfolio);
(b) medium, or submitting the question of whether such [page break] segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.e.g., variable annuity Contractholders or variable life insurance Contractholders of the Insurance Company) that votes in favor or such segregation, or offering to the affected Contractholders the option of making such a change; and
b. establishing a new registered management investment company or managed separate account. The foregoing responsibility of Insurance Company will be carried out with a view only to the interest of Contractholders.
7.3 If a material irreconcilable conflict arises as a result of a decision by Insurance Company to disregard Contractholder voting instructions and such decision represents a minority position or would preclude a majority vote by all Contractholders having an interest in a Participating Fund, Insurance Company may be required, at the Participating Fund’s election, to withdraw the investments of the Separate Account in the Participating Fund, without any charge or penalty as a result of such withdrawal.
7.4 For the purpose of this Article VII, a majority of the Disinterested Board Members shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will any Participating Fund or Dreyfus be required to establish, or to bear the costs of establishing, a new funding medium for any Contract. Insurance Company shall not be required by this Article VII to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contractholders materially and adversely affected by the irreconcilable material conflict.
7.5 No action by Insurance Company taken or omitted, and no action by the Separate Account or any Participating Fund taken or omitted as a result of any act or failure to act by Insurance Company pursuant to this Article VII, shall relieve Insurance Company of its obligations under, or otherwise affect the operation of, Article VI.
7.6 If and to the extent Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or if Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules thereunder with respect to mixed and shared funding on terms and conditions materially different from any exemptions granted in the Order, then the Participating Funds, and/or the Insurance Company, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and Rule 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable.
7.7 Insurance Company shall at least annually (or more frequently if deemed by appropriate by the Board) submit to the Board of each Participating Fund such reports, materials or data as a Board may reasonably request so that the Board may fully carry out obligations imposed upon it by the Conditions.
Appears in 1 contract
Samples: Fund Participation Agreement (Massachusetts Mutual Variable Life Separate Account I)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges that Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of (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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) 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 contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholders.
6.2 6.1. Insurance Company acknowledges that it has reviewed a copy of the Order of Exemption of the Commission under Section 6(c) of the Act (the “Order”) and, in particular, has reviewed the conditions to the relief set forth in the related Notice. As required by the conditions set forth in the Notice, Insurance Company will agrees to report any potential or existing conflicts of which it is aware promptly to the Board.
6.3 Insurance Company , and in particular whenever contract voting instructions are disregarded, and recognizes that it will be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised including, without limitation, information whenever Contract voting instructions are disregarded. No less than annually, Insurance Company will submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Orderapplication. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders.
6.4 6.2. If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder Contractholder investments in the Fund, the Board will shall give prompt notice to all Participating Companies. If the Board determines that Insurance Company is a Participating Company responsible for whom the conflict is relevantcausing or creating said conflict, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will shall not be limited to:
(a) withdrawing a. Withdrawing the assets allocable to some or all the Separate Accounts Account from Fund or any Portfolio the Portfolios and reinvesting such assets in a different investment medium (which may include another Portfolio);
(b) medium, or submitting the question of whether such segregation should be implemented to a vote of or all affected Contractholders; and/or
b. Establishing a new registered management investment company.
6.3. If a material irreconcilable conflict arises as a result of a decision by Insurance Company to disregard Contractholder voting instructions and said decision represents a minority position or would preclude a majority vote by all Contractholders andhaving an interest in the Fund, Insurance Company may be required, at the Board’s election, to withdraw the Separate Account’s investment in the Fund.
6.4. For the purpose of this Article, a majority of the Disinterested Board Members shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to bear the expense of establishing a new funding medium for any Contract. Insurance Company shall not be required by this Article to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contractholders materially adversely affected by the irreconcilable material conflict.
6.5. No action by Insurance Company taken or omitted, and no action by the Separate Account or the Fund taken or omitted as appropriate, segregating the assets a result of any appropriate group (i.act or failure to act by Insurance Company pursuant to this Article VI shall relieve Insurance Company of its obligations under, or otherwise affect the operation of, Article V.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges that Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of (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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) 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 contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholders.
6.2 Insurance Company acknowledges that it has reviewed (i) a copy of the Order andof the Commission under Section 6(c) of the 1940 Act dated November 21, in particular1988 issued to the applicants including Acacia Capital Corporation, has reviewed the predecessor to CVS (the "CVS Exemptive Order"), and the conditions to the relief set forth in the Noticerelated Notice of Application for Exemption dated October 24, 1988 and (ii) a copy of the Order of the Commission under Section 6(c) of the 1940 Act dated December 4, 2000 issued to Summit Mutual Funds, Inc., the. As required by predecessor to CVP (the "CVP Exemptive Order" and, together with the CVS Exemptive Order, the "Exemptive Orders"), and the conditions to the relief set forth in the Noticerelated Notice of Application for Exemption dated November 9, 2000. As set forth therein, Insurance Company will agrees to report any potential or existing conflicts of which it is aware promptly to the Board.
6.3 Insurance Company , in particular whenever contract voting instructions are disregarded, and recognizes that it will be responsible for assisting the Board in carrying out its responsibilities under the Order by such application by, among other things, providing the Board with all information reasonably necessary for the Board to consider any issues raised including, without limitation, information whenever Contract voting instructions are disregarded. No less than annually, Insurance Company will submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Orderraised. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders.
6.4 6.2 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder Participating Contractholder investments in the Fund, the Board will shall give prompt notice to all Participating Companies. If the Board determines that Insurance Company is a Participating Company wholly or partly responsible for whom the conflict is relevantcausing or creating said conflict, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will shall not be limited to:
(a) withdrawing a. Withdrawing the assets allocable to some or all the applicable Separate Accounts Account from Fund or any the Portfolio and reinvesting such assets in a different investment medium (which may include another Portfolio);
(b) medium, or submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected Contractholders the option of making such a change; and/or
Appears in 1 contract
Samples: Fund Participation Agreement (Principal Life Insurance Co Separate Account B)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges represents that Fund Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders Variable Contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of of: (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 interpretive letter, or any similar action by insurance, tax tax, or securities regulatory authorities; (c) and 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 contractholders Variable Contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholdersVariable Contractholders.
6.2 Insurance Company acknowledges that it has reviewed a copy of the Order and, in particular, has reviewed the conditions to the relief set forth in the Notice. As required by the conditions set forth in the Notice, Insurance Company will shall report any potential or existing conflicts of which it is aware promptly to the Board.
6.3 Insurance Company will shall be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised including, without limitation, information whenever Contract Contractholder voting instructions are disregarded. No less than annuallyInsurance Company, Insurance Company will at least annually (but more frequently if requested by Fund), shall submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Order. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders.
6.4 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder Variable Contractholder investments in Fund, the Board will shall give prompt notice to all Participating Companies. If the Board determines that Insurance Company is a Participating Company for whom the conflict is relevant, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will not be limited toup to and including, without limitation:
(a) withdrawing the assets allocable to some or all Separate Accounts from Fund or any Portfolio and reinvesting such assets in a different investment medium (which may include another Portfolio);
(b) submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.
Appears in 1 contract
Samples: Fund Participation Agreement (Corporate Sponsored Vul Separate Account I)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges that Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of (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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) 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 contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholders.
6.2 Insurance Company acknowledges that it has reviewed a copy of the Order and, in particular, has reviewed the conditions to the relief set forth in the Notice. As required by the conditions set forth in the Notice, Insurance Company will shall report any potential or existing conflicts of which it is aware promptly to the Board.
6.3 . In addition, Insurance Company will shall be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised including, without limitation, information whenever Contract voting instructions are disregarded. No less than annuallyInsurance Company, Insurance Company will at least annually (but more frequently if requested by Fund), shall submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Order. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders.
6.4 6.2 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder Contractholder investments in Fund, the Board will shall give prompt notice to all Participating Companies. If the Board determines that Insurance Company is a Participating Company for whom the conflict is relevant, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will shall not be limited to:
(a) withdrawing the assets allocable to some or all Separate Accounts from Fund or any Portfolio and reinvesting such assets in a different investment medium (which may include another Portfolio);
(b) submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.i.e. variable annuity or variable life insurance Contractholders) that votes in favor of such segregation; and/or
(c) establishing a new registered management investment company or managed separate account.`
6.3 If a material irreconcilable conflict arises as a result of a decision by Insurance Company to disregard Contractholder voting instructions and that decision represents a minority position or would preclude a majority vote, Insurance Company may be required, at the Board’s election, to withdraw the investments of its Separate Accounts in Fund.
6.4 For the purpose of this Article, a majority of the Disinterested Board Members shall determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event shall Fund or Lazard or any other investment adviser of Fund be required to bear the expense of establishing a new funding medium for any Contract. Insurance Company shall not be required by this Article to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contractholders materially and adversely affected by the material irreconcilable conflict.
6.5 No action by Insurance Company taken or omitted, and no action by a Separate Account or Fund taken or omitted as a result of any act or failure to act by Insurance Company pursuant to this Article VI shall relieve Insurance Company of its obligations under, or otherwise affect the operations of, this Article VI.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges that Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of (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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) 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 contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholders.
6.2 Insurance Company acknowledges that it has reviewed (i) a copy of the Order andof the Commission under Section 6(c) of the 1940 Act dated November 21, in particular1988 issued to the applicants including Acacia Capital Corporation, has reviewed the predecessor to the Fund (the “Exemptive Order”), and (ii) the conditions to the relief set forth in the Noticerelated Notice of Application for Exemption dated October 24, 1988. As required by the conditions set forth in the Noticetherein, Insurance Company will agrees to report any potential or existing conflicts of which it is aware promptly to the Board.
6.3 Insurance Company , in particular whenever contract voting instructions are disregarded, and recognizes that it will be responsible for assisting the Board in carrying out its responsibilities under the Order by such application by, among other things, providing the Board with all information reasonably necessary for the Board to consider any issues raised including, without limitation, information whenever Contract voting instructions are disregarded. No less than annually, Insurance Company will submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Orderraised. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders.
6.4 6.2 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder Contractholder investments in the Fund, the Board will shall give prompt notice to all Participating Companies. If the Board determines that Insurance Company is a Participating Company wholly or partly responsible for whom the conflict is relevantcausing or creating said conflict, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will shall not be limited to:
(a) withdrawing a. Withdrawing the assets allocable to some or all the Separate Accounts Account from Fund or any the Portfolio and reinvesting such assets in a different investment medium (which may include another Portfolio);
(b) medium, or submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and/or
b. Establishing a new registered management investment company or managed separate account and segregating the assets underlying the Contracts, unless a majority of Contractholders materially adversely affected by the conflict have voted to decline the offer to establish a new registered management investment company or managed separate account.
6.3 If a material irreconcilable conflict arises as a result of a decision by Insurance Company to disregard Contractholder voting instructions and said decision represents a minority position or would preclude a majority vote by all Contractholders having an interest in the Fund, Insurance Company may be required, at the Board’s election, to withdraw the Separate Account’s investment in the Fund.
6.4 For the purpose of this Article, a majority of the Disinterested Board Members shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to bear the expense of establishing a new funding medium for any Contract. Insurance Company shall not be required by this Article to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contractholders materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, Insurance Company will withdraw the investment in each affected Portfolio of each Separate Account designated by the Disinterested Board Members and, if required by the Disinterested Board Members, will 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 to remedy any such material irreconcilable conflict as determined by a majority of the Disinterested Board Members.
6.5 No action by Insurance Company taken or omitted, and no action by either Separate Account or the Fund taken or omitted as a result of any act or failure to act by Insurance Company pursuant to this Article VI shall relieve Insurance Company of its obligations under, or otherwise affect the operation of, Article V or this Article VI.
6.6 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 and or shared funding (as defined in the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then (a) the Fund or Participating Companies, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and 6e-3(T), as amended, or Rule 6e-3, as adopted, to the extent such rules are applicable, and (b) Sections 6.1, 6.2, 6.3, 6.4, 6.5 and 7.1 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.
6.7 Insurance Company acknowledges that Fund and CDI have notified it that it may be appropriate to include in the prospectus pursuant to which a Contract is offered disclosure regarding the potential risks of mixed and shared funding.
Appears in 1 contract
Samples: Fund Participation Agreement (Principal Life Insurance Co Variable Life Sep Account)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges that Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of (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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) 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 contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholders.
6.2 7.1 Insurance Company acknowledges that it has reviewed a copy of the Order and, in particular, has reviewed the conditions to the relief set forth in the Notice. As required by the conditions set forth in the Notice, Insurance Company will shall report any potential or existing conflicts of which it is aware promptly to the Board.
6.3 . In addition, Insurance Company will shall be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised including, without limitation, information whenever Contract voting instructions are disregarded. No less than annuallyInsurance Company, Insurance Company will at least annually (but more frequently if requested by Fund), shall submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Order. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders.
6.4 7.2 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder Participating Contractholder investments in Fund, the Board will shall give prompt notice to all Participating Companies. If the Board determines that Insurance Company is a Participating Company for whom the conflict is relevant, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will shall not be limited to:
(a) withdrawing the assets allocable to some or all Separate Accounts from Fund or any Portfolio and reinvesting such assets in a different investment medium (which may include another Portfolio);
(b) submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.i.e. variable annuity or variable life insurance Contractholders) that votes in favor of such segregation;
(c) and/or establishing a new registered management investment company or managed separate account.
7.3 If a material irreconcilable conflict arises as a result of a decision by Insurance Company to disregard Contractholder voting instructions and that decision represents a minority position or would preclude a majority vote, Insurance Company may be required, at the Board’s election, to withdraw the investments of its Separate Accounts in Fund.
7.4 For the purpose of this Article, a majority of the Disinterested Board Members shall determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event shall Fund or Lazard or any other investment adviser of Fund be required to bear the expense of establishing a new funding medium for any Contract. Insurance Company shall not be required by this Article to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contractholders materially and adversely affected by the material irreconcilable conflict.
7.5 No action by Insurance Company taken or omitted, and no action by a Separate Account or Fund taken or omitted as a result of any act or failure to act by Insurance Company pursuant to this Article VII shall relieve Insurance Company of its obligations under, or otherwise affect the operations of, this Article VII.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges that Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of (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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) 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 contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholders.
6.2 7.1 Insurance Company acknowledges that it has reviewed a copy of the Order and, in particular, has reviewed the conditions to the relief set forth in the Notice. As required by the conditions set forth in the Notice, Insurance Company will shall report any potential or existing conflicts of which it is aware promptly to the Board.
6.3 . In addition, Insurance Company will be responsible for assisting is obligated to assist the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised including, without limitation, information notifying the Board whenever Contract holder voting instructions are disregarded. No less than annuallyInsurance Company, Insurance Company will at least annually (but more frequently if deemed appropriate by the Board), shall submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Order. Insurance Company agrees to carry out that such responsibilities will be carried out with a view only to the interests of existing Contractholders.
6.4 7.2 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder Contractholder investments in Fund, the Board will shall give prompt notice to all Participating Companies. If the Board determines that Insurance Company is a Participating Company for whom the conflict is relevant, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will shall not be limited to:
(a) withdrawing the assets allocable to some or all Separate Accounts from Fund or any Portfolio and reinvesting such assets in a different investment medium (which may include another Portfolio);
(b) submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.i.e., variable annuity or variable life insurance Contractholders) that votes in favor of such segregation or offering to affected Contractholders the option of making such a change; and
(c) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises as a result of a decision by Insurance Company to disregard Contractholder voting instructions and that decision represents a minority position or would preclude a majority vote, Insurance Company may be required, at Fund’s election, to withdraw the investments of its Separate Accounts in Fund, and no charge or penalty will be imposed as a result of such withdrawal. The responsibilities of Insurance Company in this Section 7.2 shall be carried out with a view only to the interest of Contractholders.
7.3 For the purpose of Section 7.2, a majority of the Disinterested Board Members shall determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event shall Fund or Lazard or any other investment adviser of Fund be required to bear the expense of establishing a new funding medium for any Contract. Insurance Company shall not be required by Section 7.2 to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contractholders materially and adversely affected by the material irreconcilable conflict.
7.4 No action by Insurance Company taken or omitted, and no action by a Separate Account or Fund taken or omitted as a result of any act or failure to act by Insurance Company pursuant to this Article VII shall relieve Insurance Company of its obligations under, or otherwise affect the operations of, this Article VII.
7.5 If and to the extent Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or if Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules thereunder with respect to mixed and shared funding on terms and conditions materially different from any exemptions granted in the Order, then Fund, and/or the Participating Companies, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and Rule 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such Rules are applicable.
Appears in 1 contract
Samples: Fund Participation Agreement (MEMBERS Horizon Variable Separate Account)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges that Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of (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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) 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 contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholders.
6.2 Insurance Company acknowledges that it has reviewed a copy of the Order order dated December 1996 of the Securities and Exchange Commission under Section 6(c) of the Act and, in particular, has reviewed the conditions to the relief set forth in the related Notice. As required by the conditions set forth in the Noticetherein, Insurance Company will agrees to report any potential or existing conflicts of which it is becomes aware promptly to the Board.
6.3 Insurance Company , and in particular whenever contract voting instructions are disregarded, and recognizes that it will be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised including, without limitation, information whenever Contract voting instructions are disregarded. No less than annually, Insurance Company will submit to the Board as delineated in such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the OrderNotice. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders.
6.4 6.2 The Board will monitor Fund for existence of any irreconcilable material conflict among the interests of the Contractholders of all Separate Accounts investing in the Fund. The Board will record in its minutes, or other appropriate records, all reports received by it and all action taken with regard to a conflict. If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder investments in Fundexists, the Board will shall give prompt notice to all Participating Companies. If the Board determines that Insurance Company is a Participating Company responsible for whom the conflict is relevantcausing or creating said conflict, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will shall not be limited to:
(a) withdrawing Withdrawing the assets allocable to some or all the affected subaccount of the Separate Accounts Account from Fund or any Portfolio the Series, terminating this Agreement with regard to such subaccount and reinvesting such assets in a different investment medium (which may include another Portfolio);
(b) medium, or submitting the question of whether such segregation should be implemented to a vote of or all affected Contractholders; and/or
(b) Establishing a new registered management investment company.
6.3 If a material irreconcilable conflict arises as a result of a decision by Insurance Company to disregard Contractholder voting instructions and such disregard of voting instructions could conflict with the majority of Contractholder voting instructions, and said decision represents a minority position or would preclude a majority vote by all Contractholders andhaving an interest in the Fund, Insurance Company may be required, at the Board's election, to withdraw the affected subaccount of the Separate Account's investment in the Fund and terminate this Agreement with regard to such subaccount; provided, however, that such withdrawal and termination will be limited to the extent required by the foregoing irreconcilable material conflict as appropriatedetermined by a majority of the Disinterested Board Members. No charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after Fund gives written notice to Insurance Company that this provision is being implemented. Until the end of such six-month period the investment adviser of Fund and Fund will, segregating to the assets extent permitted by law and any exemptive relief previously granted to Fund, continue to accept and implement orders by Insurance Company for the purchase (and redemption) of shares of Fund.
6.4 For the purpose of this Article, a majority of the Disinterested Board Members shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to bear the expense of establishing a new funding medium for any Contract. Insurance Company shall not be required by this Article to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contractholders materially adversely affected by the irreconcilable material conflict.
6.5 No action by Insurance Company taken or omitted, and no action by the Separate Account or the Fund taken or omitted as a result of any appropriate group act or failure to act by Insurance Company pursuant to this Article VI shall relieve Insurance Company of its obligations under, or otherwise affect the operation of Article V.
6.6 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to Insurance Company conflicts with the majority of other state insurance regulators, then Insurance Company will withdraw the affected subaccount of the Separate Account's investment in Fund and terminate this Agreement with respect to such subaccount; provided, however, that such withdrawal and termination will be limited to the extent required by the foregoing irreconcilable material conflict as determined by a majority of the Disinterested Board Members. No charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (i.6) months after Fund gives written notice to Insurance Company that this provision is being implemented. Until the end of such six-month period the investment adviser of Fund and Fund will, to the extent permitted by law and any exemptive relief previously granted to Fund, continue to accept and implement orders by Insurance Company for the purchase (and redemption) of shares of Fund.
Appears in 1 contract
Samples: Fund Participation Agreement (Riversource Variable Annuity Account)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges that Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of (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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) 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 contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholders.
6.2 6.1. Insurance Company acknowledges that it has reviewed a copy of the Order of Exemption of the Commission under Section 6(c) of the Act (the “Order”) and, in particular, has reviewed the conditions to the relief set forth in the related Notice. As required by the conditions set forth in the Notice, Insurance Company will agrees to report any potential or existing conflicts of which it is aware promptly to the Board.
6.3 Insurance Company , and in particular whenever contract voting instructions are disregarded, and recognizes that it will be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised including, without limitation, information whenever Contract voting instructions are disregarded. No less than annually, Insurance Company will submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Orderapplication. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders. Fund agrees to promptly inform Insurance Company of any additional conditions, if any, imposed by the Commission in its Order granting the requested relief.
6.4 6.1. If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder Contractholder investments in the Fund, the Board will shall give prompt notice to all Participating Companies. If the Board determines that Insurance Company is a Participating Company responsible for whom the conflict is relevantcausing or creating said conflict, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will shall not be limited to:
(a) withdrawing a. Withdrawing the assets allocable to some or all the Separate Accounts Account from Fund or any Portfolio the Portfolios and reinvesting such assets in a different investment medium (which may include another Portfolio);
(b) medium, or submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders; and/or
b. Establishing a new registered management investment company.
6.2. If a material irreconcilable conflict arises as a result of a decision by Insurance Company to disregard Contractholder voting instructions and said decision represents a minority position or would preclude a majority vote by all Contractholders andhaving an interest in the Fund, Insurance Company may be required, at the Board’s election, to withdraw the Separate Account’s investment in the Fund.
6.3. For the purpose of this Article, a majority of the Disinterested Board Members shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to bear the expense of establishing a new funding medium for any Contract. Insurance Company shall not be required by this Article to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contractholders materially adversely affected by the irreconcilable material conflict.
6.4. No action by Insurance Company taken or omitted, and no action by any Separate Account or the Fund taken or omitted as appropriate, segregating the assets a result of any appropriate group (i.act or failure to act by Insurance Company pursuant to this Article VI shall relieve Insurance Company of its obligations under, or otherwise affect the operation of, Article V.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
EXEMPTIVE RELIEF. 6.1 Fund acknowledges that Board will monitor Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of Participating Company separate accounts investing in Fund, including material irreconcilable conflicts arising by reason of (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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) 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 contractholders of different Participating Companies; or (f) a decision by a Participating Company to disregard voting instructions of its contractholders.
6.2 Insurance Company acknowledges that it has reviewed a copy of the Order and, in particular, has reviewed the conditions to the relief set forth in the Notice. As required by the conditions set forth in the Notice, Insurance Company will shall report any potential or existing conflicts of which it is aware promptly to the Board.
6.3 . In addition, Insurance Company will shall be responsible for assisting the Board in carrying out its responsibilities under the Order by providing the Board with all information necessary for the Board to consider any issues raised including, without limitation, information whenever Contract voting instructions are disregarded. No less than annuallyInsurance Company, Insurance Company will at least annually (but more frequently if requested by Fund), shall submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the Order. Insurance Company agrees to carry out such responsibilities with a view only to the interests of existing Contractholders.
6.4 6.2 If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contractholder Contractholder investments in Fund, the Board will shall give prompt notice to all Participating Companies. If the Board determines that Insurance Company is a Participating Company for whom the conflict is relevant, Insurance Company will shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but will shall not be limited to:
(a) withdrawing the assets allocable to some or all Separate Accounts from Fund or any Portfolio and reinvesting such assets in a different investment medium (which may include another Portfolio);
(b) submitting the question of whether such segregation should be implemented to a vote of all affected Contractholders and, as appropriate, segregating the assets of any appropriate group (i.i.e. variable annuity or variable life insurance Contractholders) that votes in favor of such segregation; and/or
(c) establishing a new registered management investment company or managed separate account.
6.3 If a material irreconcilable conflict arises as a result of a decision by Insurance Company to disregard Contractholder voting instructions and that decision represents a minority position or would preclude a majority vote, Insurance Company may be required, at the Board’s election, to withdraw the investments of its Separate Accounts in Fund.
6.4 For the purpose of this Article, a majority of the Disinterested Board Members shall determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event shall Fund or XXX or any other investment adviser of Fund be required to bear the expense of establishing a new funding medium for any Contract. Insurance Company shall not be required by this Article to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contractholders materially and adversely affected by the material irreconcilable conflict.
6.5 No action by Insurance Company taken or omitted, and no action by a Separate Account or Fund taken or omitted as a result of any act or failure to act by Insurance Company pursuant to this Article VI shall relieve Insurance Company of its obligations under, or otherwise affect the operations of, this Article VI.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
