Common use of POTENTIAL MATERIAL IRRECONCILABLE CONFLICTS Clause in Contracts

POTENTIAL MATERIAL IRRECONCILABLE CONFLICTS. 7.1 The parties acknowledge that the Fund's shares may be made available for investment to other Participating Insurance Companies that are affiliated with the Company, and that the separate accounts of such companies may serve as investment vehicles for both variable life insurance policies and variable annuity contracts. In such event, the trustees ("Trustees") of the Fund will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof.