Common use of MATERIAL IRRECONCILABLE CONFLICTS Clause in Contracts

MATERIAL IRRECONCILABLE CONFLICTS. Company agrees to inform the Board of the existence of any potential or existing material irreconcilable conflicts of which it is aware. The concept of a “material irreconcilable conflict” is not defined by the 1940 Act or the rules thereunder, but the parties recognize that such a conflict may arise for a variety of reason, including without limitation: (1) an action by any state insurance or other regulatory authority; (2) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (3) an administrative or judicial decision in any relevant proceeding; (4) the manner in which the investments of any Portfolios are being managed; (5) a difference in voting instructions given by variable annuity contract participants, variable life insurance policy participants to Participating Insurance Companies (as that term is defined in the Order) and trustees of Participating Plans (as that term is defined in the Order); (6) a decision by a Participating Insurance Company to disregard the voting instructions of participants; or (7) a decision by a Participating Plan to disregard the voting instructions of plan participants. Consistent with the SEC’s requirements in connection with exemptive orders of the type referred to in Section 11(a) hereof, Company will assist the Board in carrying out its responsibilities under the Order by providing the Board with all information reasonably necessary for the Board to consider any issue raised, including information as to a decision by Company to disregard voting instructions of Contract Owners. Company’s responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Contract Owners.

MATERIAL IRRECONCILABLE CONFLICTS. Company agrees to inform the Board of the existence of any potential or existing material irreconcilable conflicts of which it is aware. The concept of a “material irreconcilable conflict” is not defined by the 1940 Act or the rules thereunder, but the parties recognize that such a conflict may arise for a variety of reason, including without limitation: (1) an action by any state insurance or other regulatory authority; (2) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (3) an administrative or judicial decision in any relevant proceeding; (4) the manner in which the investments of any Portfolios are being managed; (5) a difference in voting instructions given by variable annuity contract participants, variable life insurance policy contract participants to Participating Insurance Companies (as that term is defined in the Order) and trustees of Participating Plans (as that term is defined in the Order); (6) a decision by a Participating Insurance Company to disregard the voting instructions of participants; or (7) a decision by a Participating Plan to disregard the voting instructions of plan participants. Consistent with the SEC’s requirements in connection with exemptive orders of the type referred to in Section 11(a) hereof, Company will assist the Board in carrying out its responsibilities under the Order by providing the Board with all information reasonably necessary for the Board to consider any issue raised, including information as to a decision by Company to disregard voting instructions of Contract Owners. Company’s responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Contract Owners.

MATERIAL IRRECONCILABLE CONFLICTS. Company agrees to inform the Board of the existence of any potential or existing material irreconcilable conflicts of which it is aware. The concept of a “material irreconcilable conflict” is not defined by the 1940 Act or the rules thereunder, but the parties recognize that such a conflict may arise for a variety of reasonreasons, including without limitation: (1) an action by any state insurance or other regulatory authority; (2) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (3) an administrative or judicial decision in any relevant proceeding; (4) the manner in which the investments of any Portfolios are being managed; (5) a difference in voting instructions given by variable annuity contract participants, variable life insurance policy contract participants to Participating Insurance Companies (as that term is defined in the Order) and trustees of Participating Plans (as that term is defined in the Order);; or (6) a decision by a Participating Insurance Company to disregard the voting instructions of participants; or (7) a decision by a Participating Plan to disregard the voting instructions of plan participants. Consistent with the SEC’s requirements in connection with exemptive orders of the type referred to in Section 11(a) hereof, Company will assist the Board in carrying out its responsibilities under the Order by providing the Board with all information reasonably necessary for the Board to consider any issue raised, including information as to a decision by Company to disregard voting instructions of Contract Owners. Company’s responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Contract Owners.

MATERIAL IRRECONCILABLE CONFLICTS. Company agrees to inform the Board of the existence of any potential or existing material irreconcilable conflicts of which it is aware. The concept of a “"material irreconcilable conflict” " is not defined by the 1940 Act or the rules thereunder, but the parties recognize that such a conflict may arise for a variety of reason, including without limitation: (1) an action by any state insurance or other regulatory authority; (2) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (3) an administrative or judicial decision in any relevant proceeding; (4) the manner in which the investments of any Portfolios are being managed; (5) a difference in voting instructions given by variable annuity contract participants, variable life insurance policy participants to Participating Insurance Companies (as that term is defined in the Order) and trustees of Participating Plans (as that term is defined in the Order); (6) a decision by a Participating Insurance Company to disregard the voting instructions of participants; or (7) a decision by a Participating Plan to disregard the voting instructions of plan participants. Consistent with the SEC’s 's requirements in connection with exemptive orders of the type referred to in Section 11(a) hereof, Company will assist the Board in carrying out its responsibilities under the Order by providing the Board with all information reasonably necessary for the Board to consider any issue raised, including information as to a decision by Company to disregard voting instructions of Contract Owners. Company’s 's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Contract Owners.

MATERIAL IRRECONCILABLE CONFLICTS. The Board will monitor the Funds for the existence of any material irreconcilable conflict between the interests of the Contract Owners of all Variable Accounts. Company agrees to inform the Board of the existence of any potential or existing material irreconcilable conflicts of which it is aware. The concept of a “material irreconcilable conflict” is not defined by the 1940 Act or the rules thereunder, but the parties recognize that such a conflict may arise for a variety of reason, including without limitation: (1) an action by any state insurance or other regulatory authority; (2) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (3) an administrative or judicial decision in any relevant proceeding; (4) the manner in which the investments of any Portfolios are being managed; (5) a difference in voting instructions given by variable annuity contract participants, Contract Owners and variable life insurance policy participants owners to Participating Insurance Companies (as that term is defined in the Order) and trustees of Participating Plans (as that term is defined in the Order); (6) a decision by a Participating Insurance Company to disregard the voting instructions of participantsContract Owners; or (7) a decision by a Participating Plan to disregard the voting instructions of plan participants. Consistent with the SEC’s requirements in connection with exemptive orders of the type referred to in Section 11(a) hereof, Company will assist the Board in carrying out its responsibilities under the Order by providing the Board with all information reasonably necessary for the Board to consider any issue raised, including information as to a decision by Company to disregard voting instructions of Contract Owners. Company’s responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Contract Owners.

MATERIAL IRRECONCILABLE CONFLICTS. Company agrees to inform the Board --------------------------------- of the existence of any potential or existing material irreconcilable conflicts of which it is aware. The concept of a “"material irreconcilable conflict” " is not defined by the 1940 Act or the rules thereunder, but the parties recognize that such a conflict may arise for a variety of reason, including without limitation: (1) an action by any state insurance or other regulatory authority; (2) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (3) an administrative or judicial decision in any relevant proceeding; (4) the manner in which the investments of any Portfolios are being managed; (5) a difference in voting instructions given by variable annuity contract participants, variable life insurance policy participants to Participating Insurance Companies (as that term is defined in the Order) and trustees of Participating Plans (as that term is defined in the Order); (6) a decision by a Participating Insurance Company to disregard the voting instructions of participants; or (7) a decision by a Participating Plan to disregard the voting instructions of plan participants. Consistent with the SEC’s 's requirements in connection with exemptive orders of the type referred to in Section 11(a) hereof, Company will assist the Board in carrying out its responsibilities under the Order by providing the Board with all information reasonably necessary for the Board to consider any issue raised, including information as to a decision by Company to disregard voting instructions of Contract Owners. Company’s 's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Contract Owners.

MATERIAL IRRECONCILABLE CONFLICTS. Company agrees to inform the Board of the existence of any potential or existing material irreconcilable conflicts of which it is aware. The concept of a “"material irreconcilable conflict” " is not defined by the 1940 Act or the rules thereunder, but the parties recognize that such a conflict may arise for a variety of reasonreasons, including without limitation: (1) an action by any state insurance or other regulatory authority; (2) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (3) an administrative or judicial decision in any relevant proceeding; (4) the manner in which the investments of any Portfolios are being managed; (5) a difference in voting instructions given by variable annuity contract participants, variable life insurance policy contract participants to Participating Insurance Companies (as that term is defined in the Order) and trustees of Participating Plans (as that term is defined in the Order);; or (6) a decision by a Participating Insurance Company to disregard the voting instructions of participants; or (7) a decision by a Participating Plan to disregard the voting instructions of plan participants. Consistent with the SEC’s 's requirements in connection with exemptive orders of the type referred to in Section 11(a) hereof, Company will assist the Board in carrying out its responsibilities under the Order by providing the Board with all information reasonably necessary for the Board to consider any issue raised, including information as to a decision by Company to disregard voting instructions of Contract Owners. Company’s 's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Contract Owners.

MATERIAL IRRECONCILABLE CONFLICTS. Company agrees to inform the Board of the existence of any potential or existing material irreconcilable conflicts of which it is aware. The concept of a “material irreconcilable conflict” is not defined by the 1940 Act or the rules thereunder, but the parties recognize that such a conflict may arise for a variety of reason, including without limitation: (1) an action by any state insurance or other regulatory authority; (2) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (3) an administrative or judicial decision in any relevant proceeding;; [page break] (4) the manner in which the investments of any Portfolios are being managed; (5) a difference in voting instructions given by variable annuity contract participants, variable life insurance policy participants to Participating Insurance Companies (as that term is defined in the Order) and trustees of Participating Plans (as that term is defined in the Order); (6) a decision by a Participating Insurance Company to disregard the voting instructions of participants; or (7) a decision by a Participating Plan to disregard the voting instructions of plan participants. Consistent with the SEC’s requirements in connection with exemptive orders of the type referred to in Section 11(a) hereof, Company will assist the Board in carrying out its responsibilities under the Order by providing the Board with all information reasonably necessary for the Board to consider any issue raised, including information as to a decision by Company to disregard voting instructions of Contract Owners. Company’s responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Contract Owners.