Common use of MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS Clause in Contracts

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

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

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

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

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

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