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 represents that 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. A 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 Designated Portfolio are 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 FGWL&A if it determines that a material irreconcilable conflict exists and the implications thereof. 7.2. FGWL&A has received a copy of the Mixed and Shared Funding Exemptive Order, and in particular, has reviewed the conditions to the requested relief set forth therein. FGWL&A agrees to be bound by the applicable responsibilities of a participating insurance company as set forth in the Mixed and Shared Funding Exemptive Order, including without limitation the requirement that FGWL&A report any potential or existing conflicts of which it is aware to the Board. FGWL&A will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by FGWL&A to inform the Board whenever contract owner voting instructions are to be disregarded and by confimling in writing, at the Fund's request, that GLW&A is unaware of any such potential or existing material irreconcilable conflicts. Such responsibilities shall be carried out by FGWL&A with a view only to the interests of its Contract owners. 7.3. If it is determined by a majority of the Board, or a majority of its members who are not interested persons of the Fund, the Adviser or any sub-adviser to any of the Designated Portfolios (the "Disinterested Members "), that a material irreconcilable conflict exists, and it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, FGWL&A and other relevant Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the Disinterested Members), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Designated Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected contract owners and, as appropriate, segregating the assets of any appropriate group ~, annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4. If FGWL&A and/or the Fund and the Adviser reasonably detennine that a material irreconcilable conflict arises because of a decision by FGWL&A to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, FGWL&A may be required, at the Fund's election, to withdraw the Account's investment in the Fund and tenninate this Agreement; provided, however that such withdrawal and tennination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Members. Any such withdrawal and tennination must take place within six (6) months after the Fund gives written notice that this provision is being implemented. Until such withdrawal and termination is implemented, the Fund and the Adviser shall continue to accept and implement orders by FGWL&A for the purchase (and redemption) of shares of the Fund. No charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interest of the Contract owners. 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to FGWL&A conflicts with the majority of other state regulators, then FGWL&A will withdraw the Account's investment in the Fund and tenninate this Agreement within six months after the Fund informs FGWL&A in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Members. Until such withdrawal and termination is implemented, the Fund shall continue to accept and implement orders by FGWL&A for the purchase (and redemption) of shares of the Fund, subject to applicable regulatory limitation. The responsibility to take such action shall be carried out with a view only to the interest of the Contract owners. 7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the Disinterested Members shall detennine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. FGWL&A shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board detennines that any proposed action does not adequately remedy any material irreconcilable conflict, then FGWL&A will withdraw the Account's investment in the Fund and tenninate this Agreement within six (6) months after the Board informs FGWL&A in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the Disinterested Members. 7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies (including FGWL&A), as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable: and (b) Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule( s) as so amended or adopted.

Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order. 7.1. The Fund represents that 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. A 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 Designated Portfolio are 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 FGWL&A GWL&A if it determines that a an irreconcilable material irreconcilable conflict exists and the implications thereof. 7.2. FGWL&A has received a copy of the Mixed and Shared Funding Exemptive Order, and in particular, has reviewed the conditions to the requested relief set forth therein. FGWL&A agrees to be bound by the applicable responsibilities of a participating insurance company as set forth in the Mixed and Shared Funding Exemptive Order, including without limitation the requirement that FGWL&A GWL&A will report any potential or existing conflicts of which it is aware to the Board. FGWL&A GWL&A will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by FGWL&A GWL&A to inform the Board whenever contract owner voting instructions are to be disregarded and by confimling in writing, at the Fund's request, that GLW&A is unaware of any such potential or existing material irreconcilable conflictsdisregarded. Such responsibilities shall be carried out by FGWL&A GWL&A with a view only to the interests of its Contract ownersContractowners. 7.3. If it is determined by a majority of the Board, or a majority of its members directors who are not interested persons of the Fund, the Adviser or any sub-adviser to any of the Designated Portfolios (the "Disinterested Members Independent Directors"), that a material irreconcilable conflict exists, and it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, FGWL&A GWL&A and other relevant Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the Disinterested MembersIndependent Directors), take whatever steps are necessary to remedy or eliminate the irreconcilable material irreconcilable conflict, up to and including: : (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Designated Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected contract owners and, as appropriate, segregating the assets of any appropriate group ~(i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4. If FGWL&A and/or the Fund and the Adviser reasonably detennine that a material irreconcilable conflict arises because of a decision by FGWL&A GWL&A to disregard Contract contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, FGWL&A GWL&A may be required, at the Fund's election, to withdraw the Account's investment in the Fund and tenninate terminate this Agreement; provided, however that such withdrawal and tennination termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested MembersIndependent Directors. Any such withdrawal and tennination termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented. Until such withdrawal , and termination is implemented, until the end of that six month period the Adviser and the Fund and the Adviser shall continue to accept and implement orders by FGWL&A GWL&A for the purchase (and redemption) of shares of the Fund. No charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interest of the Contract owners. 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to FGWL&A GWL&A conflicts with the majority of other state regulators, then FGWL&A GWL&A will withdraw the Account's investment in the Fund and tenninate terminate this Agreement within six months after the Fund Board informs FGWL&A GWL&A in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Membersdisinterested members of the Board. Until such withdrawal and termination is implementedthe end of the foregoing six month period, the Fund shall continue to accept and implement orders by FGWL&A GWL&A for the purchase (and redemption) of shares of the Fund, subject to applicable regulatory limitation. The responsibility to take such action shall be carried out with a view only to the interest of the Contract owners. 7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the Disinterested Members Independent Directors shall detennine determine whether any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. FGWL&A GWL&A shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely Contractowners affected by the irreconcilable material conflict. In the event that the Board detennines determines that any proposed action does not adequately remedy any irreconcilable material irreconcilable conflict, then FGWL&A GWL&A will withdraw the Account's investment in the Fund and tenninate terminate this Agreement within six (6) months after the Board informs FGWL&A GWL&A in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the Disinterested MembersIndependent Directors. 7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies (including FGWL&A)Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable: and (b) Sections 3.4, 3.5, 3.6, 7.13.7,.7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule( sRule(s) as so amended or adopted.

Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order. 7.1. 7.1 The Fund represents that 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 investing in the FundTrust. A An irreconcilable material conflict may arise for a variety of reasons, including: (: a) an Any action by any state insurance regulatory authority; (. b) a 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 An administrative or judicial decision in any relevant proceeding; (. d) the The manner in which the investments of any Designated Portfolio are being managed; ( . e) a A difference in voting instructions given by variable annuity contract and variable life insurance contract owners contractowners or by contract owners of different Participating Insurance Companies; or (. f) a A decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The Board shall promptly inform FGWL&A MMLIC if it determines that a an irreconcilable material irreconcilable conflict exists and the implications thereof. 7.2. FGWL&A has received a copy of the Mixed and Shared Funding Exemptive Order, and in particular, has reviewed the conditions to the requested relief set forth therein. FGWL&A agrees to be bound by the applicable responsibilities of a participating insurance company as set forth in the Mixed and Shared Funding Exemptive Order, including without limitation the requirement that FGWL&A 7.2 MMLIC will report any potential or existing conflicts of which it is aware to the Board. FGWL&A MMLIC will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by FGWL&A MMLIC to inform the Board whenever contract owner voting instructions are to be disregarded and by confimling in writing, at the Fund's request, that GLW&A is unaware of any such potential or existing material irreconcilable conflictsdisregarded. Such responsibilities shall be carried out by FGWL&A MMLIC with a view only to the interests of its Contract ownersContractowners. 7.3. 7.3 If it is determined by a majority of the Board, or a majority of its members trustees who are not interested persons of the Fund, the Adviser Trust or any sub-adviser Distributor to any of the Designated Portfolios (the "Disinterested Members Independent Trustees"), that a material irreconcilable conflict exists, and it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, FGWL&A MMLIC and other relevant Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the Disinterested MembersIndependent Trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material irreconcilable conflict, up to and including: (1a) withdrawing Withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Designated Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another portfolio of the Fund, or submitting Trust. b) Submitting the question whether such segregation should be implemented to a vote of all affected contract owners and, as appropriate, segregating the assets of any appropriate group ~(i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2. c) establishing Establishing a new registered management investment company or managed separate account. 7.4. 7.4 If FGWL&A and/or the Fund and the Adviser reasonably detennine that a material irreconcilable conflict arises because of a decision by FGWL&A MMLIC to disregard Contract owner Contractowner voting instructions and that decision represents a minority position or would preclude a majority vote, FGWL&A MMLIC may be required, at the FundTrust's election, to withdraw the Account's investment in the Fund Trust and tenninate terminate this Agreement; provided, however that such withdrawal and tennination termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested MembersIndependent Trustees. Any such withdrawal and tennination termination must take place within six (6) months after the Fund Trust gives written notice that this provision is being implemented. Until such withdrawal , and termination is implemented, until the Fund end of that six month period the Trust and the Adviser Distributor shall continue to accept and implement orders by FGWL&A MMLIC for the purchase (and redemption) of shares of the Fund. No charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interest of the Contract ownersTrust. 7.5. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to FGWL&A MMLIC conflicts with the majority of other state regulators, then FGWL&A MMLIC will withdraw the Account's investment in the Fund Trust and tenninate terminate this Agreement within six months after the Fund Board informs FGWL&A MMLIC in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Membersdisinterested members of the Board. Until such withdrawal and termination is implementedthe end of the foregoing six month period, the Fund Trust shall continue to accept and implement orders by FGWL&A MMLIC for the purchase (and redemption) of shares of the Fund, subject to applicable regulatory limitation. The responsibility to take such action shall be carried out with a view only to the interest of the Contract ownersTrust. 7.6. 7.6 For purposes of Sections 7.3 through 7.6 7.5 of this Agreement, a majority of the Disinterested Members disinterested members of the Board shall detennine determine whether any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Fund Trust be required to establish a new funding medium for the Contracts. FGWL&A MMLIC shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely Contractowners affected by the irreconcilable material conflict. In the event that the Board detennines determines that any proposed action does not adequately remedy any irreconcilable material irreconcilable conflict, then FGWL&A MMLIC will withdraw the Account's investment in the Fund Trust and tenninate terminate this Agreement within six (6) months after the Board informs FGWL&A MMLIC in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the Disinterested MembersIndependent Trustees. 7.7. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies (including FGWL&A)Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable: and (b) Sections 3.4, 3.5, 3.6, 3.7, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule( sRule(s) as so amended or adopted.