Common use of POTENTIAL MATERIAL CONFLICTS Clause in Contracts

POTENTIAL MATERIAL CONFLICTS. 7.1 The Board shall monitor each Fund of the Trust for the existence of any material irreconcilable conflict between the interests of the variable annuity contract owners and the variable life policy owners of the Company and/or affiliated companies (collectively, "contract owners") investing indirectly in the Trust. The Trust represents that at all times at least a majority of the trustees of the Trust shall not be interested persons, as defined in the 1940 Act (the "disinterested trustees"). The Board shall have the sole authority to determine if a material irreconcilable conflict exists, and such determination shall be binding on the Company only if approved in the form of a resolution by a majority of the Board, or a majority of the disinterested trustees of the Board. The Board will give prompt notice of any such determination to the Company.

POTENTIAL MATERIAL CONFLICTS. 7.1 The Board shall monitor each Fund of the Trust for the existence of any material irreconcilable conflict between the interests of the variable annuity contract owners and the variable life policy owners of the Company and/or affiliated companies (collectively, "“contract owners"”) investing indirectly in the Trust. The Trust represents that at all times at least a majority of the trustees of the Trust shall not be interested persons, as defined in the 1940 Act (the "“disinterested trustees"”). The Board shall have the sole authority to determine if a material irreconcilable conflict exists, and such determination shall be binding on the Company only if approved in the form of a resolution by a majority of the Board, or a majority of the disinterested trustees of the Board. The Board will give prompt notice of any such determination to the Company.