Common use of Determination by Board Clause in Contracts

Determination by Board. The Trust's Board will monitor the Trust for the existence of any material irreconcilable conflict between and among the interests of the Variable Contract owners and the owners of variable contacts of all Participating Companies and of Qualified Plan Participants and Qualified Plans investing in the Trust, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, which may include: (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 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 the Trust are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners; (f) a decision by the Company or a Participating Insurance Company to disregard the voting instructions of Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of plan participants. The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to the Company.