Common use of Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order Clause in Contracts

Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order. 7.1. The Fund’s Board of Trustees (the “Board”) will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the Contract owners of all separate accounts investing in the Fund and participants in all qualified retirement and pension plans investing in the Fund. 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 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 is being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; 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.

Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order. 7.1. The Fund’s Board of Trustees of the Fund (the “Board”) will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the Contract owners of all separate accounts accounts, investing in the Fund and participants determine what action, if any, should be taken in all qualified retirement and pension plans investing in the Fundresponse to such conflicts. 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 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 is being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; 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.

Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order. 7.1. The Fund’s 's Board of Trustees (the “"Board”") will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the Contract owners of all separate accounts investing in the Fund and participants in all qualified retirement and pension plans investing in the Fund. 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 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 is being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; 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.

Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order. 7.1. The Fund’s If required under the Mixed and Shared Funding Exemptive Order, the Board of Trustees of the Trust (the “Board”) will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the Contract owners of all separate accounts Accounts investing in the Fund and participants in all qualified retirement and pension plans investing in the FundTrust. 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 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 is being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; 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.

Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order. 7.1. The Fund’s Board of Trustees (the “Board”) will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the Contract contract owners of all separate accounts investing in the Fund and the participants in of all qualified retirement and pension plans Qualified Plans investing in the Fund. 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 insuranceinsur- ance, tax, or securities laws or regulations, or a public ruling, private letter private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authoritiesauthor- ities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio is are being managed; (e) a difference in voting instructions in- structions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of Contract contract owners. The Board shall promptly inform the Company FirstGWL&A if it determines that an irreconcilable material conflict exists and the implications thereof.. The directors of the Fund shall have sole authority to determine whether an irreconcilable material conflict exists and their determination shall be binding upon FirstGWL&A.