Common use of Diversification and Qualification Clause in Contracts

Diversification and Qualification. 6.1 The Trust and the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts and any amendments or other modifications or successor provisions to such Section or Regulations. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Trust and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust or Distributor as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claim. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 6.1. The Trust Fund, Distributor and the Distributor Adviser represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund, the Distributor or the Adviser shall, upon request, provide to the Company a written diversification report, which shall show the results of the quarterly Section 817(h) diversification test and include, upon reasonable request, a certification as to whether each Portfolio complies with the Section 817(h) diversification requirement. c) Shares 6.2. The Fund, the Distributor and the Adviser agree that shares of the Designated Portfolio(s) Portfolios will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) . No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. However, it is understood by the Company that the Fund may sell shares of any Portfolio to any person eligible to invest in that Portfolio in accordance with applicable provisions of Section 817(h) under the Code and the regulations thereunder, and that if such provisions are not applicable, then the Fund may sell shares of any Portfolio to any person, including members of the general public. e) 6.3. The Trust Fund, the Distributor and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.4. The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company (or, to the Company’s knowledge, of any Contract owner owner) that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund, Distributor or Distributor Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim.; (b) The Company shall consult with the Trust Fund, the Distributor and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company shall use its best efforts to minimize any liability of the Trust Fund, the Distributor and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust Fund, the Distributor and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company shall provide the Trust Fund, the Distributor and Distributor the Adviser with such cooperation as the Trust Fund, the Distributor and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributor and Distributor the Adviser to review the relevant books and records of the Company) in order to facilitate review by the Trust Fund, the Distributor and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) The Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Company shall not be required to bear the costs and expenses, including reasonable attorney’s fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1 The Trust and Fund will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof of the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§ 1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. c. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) Shares to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) will be sold only so as to Participating Insurance Companies and their separate accounts and to Qualified Plansachieve compliance within the grace period afforded by Regulation 817.5. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) 6.2 The Trust and Fund represents that each Designated Portfolio is currently or will be qualified as a Regulated Investment Company under Subchapter M of the CodeCode (“RIC”), and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the Trust or future. In the event of any noncompliance regarding the status of any Designated Portfolio has ceased as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to comply enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the aforesaid Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h) diversification or Subchapter M qualification requirements or might not so comply ), the Fund will cooperate in good faith with the future. 6.2 The Company agrees that if Company’s efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued by the Internal Revenue Service (“IRS”) asserts in writing in connection or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), that the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with any governmental audit Section 817(h), for the period or review periods of the Company or, non-compliance. 6.3 Subject to the CompanyFund’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply compliance with the applicable diversification requirements of under Section 817(h) of the Code or Code, the Company otherwise becomes aware represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any facts prospectus offering a contract that could give rise to is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 6.1. The Trust Fund, Distributor and the Distributor Adviser represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund Distributor or Adviser shall provide to the Company a quarterly written diversification report, in the form attached hereto as Schedule B, which shall show the results of the quarterly Section 817(h) diversification test and include a certification as to whether each Portfolio complies with the Section 817(h) diversification requirement. The diversification report shall be provided to the Company within 10 calendar days of the end of a quarter. c) Shares 6.2. The Fund, the Distributor and the Adviser agree that shares of the Designated Portfolio(s) Portfolios will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) . No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund, the Distributor and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 6.4. The Fund, Distributor or Adviser will notify the Company immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.5. Without in any way limiting the effect of Sections 8.2, 8.3 and 8.4 hereof and without in any way limiting or restricting any other remedies available to the Company, the Adviser or Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(c) of the 1940 Act). 6.6. The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company (or, to the Company’s knowledge, of any Contract owner owner) that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund, Distributor or Distributor Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim.; (b) The Company shall consult with the Trust Fund, the Distributor and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company shall use its best efforts to minimize any liability of the Trust Fund, the Distributor and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust Fund, the Distributor and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company shall provide the Trust Fund, the Distributor and Distributor the Adviser with such cooperation as the Trust Fund, the Distributor and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributor and Distributor the Adviser to review the relevant books and records of the Company) in order to facilitate review by the Trust Fund, the Distributor and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) The Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney’s fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1 The Trust and Fund will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code, ”) and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof of the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817'1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) 6.2 The Trust and Fund represents that each Designated Portfolio is currently or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio it has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that it might not so comply qualify in the future. 6.2 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that if the Internal Revenue Service (“IRS”) asserts any prospectus offering a contract that is a "modified endowment contract" as that term is defined in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) 7702A of the Code (or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Trust 7.1. Each Fund, the Distributor and the Distributor Adviser represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust each Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-55 or any other regulations promulgated under Section 817(h), as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. Each Fund, the Distributor or the Adviser will notify the Company immediately upon having a reasonable basis for believing that a Fund or any Portfolio has ceased to comply with the Section 817(h) diversification or might not so comply in the future. To the extent that a Fund or Portfolio ceases to so qualify, the Fund and the Adviser will use their best efforts to take all steps necessary to adequately diversify the affected Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation §1.817-5. c) Shares of 7.2. Each Fund, the Designated Portfolio(s) will be sold only to Participating Insurance Companies Distributor and their separate accounts the Adviser represent and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Trust warrant that each Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They . Each Fund, the Distributor or the Adviser will notify the Company immediately upon having a reasonable basis for believing that the Trust a Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 7.3. Without in any way limiting the effect of Sections 9.2, 9.3 and 9.4 hereof and without in any way limiting or restricting any other remedies available to the Company, the Adviser or the Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of a Fund or any Portfolio to comply with Sections 7.1 or 7.2, hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(c) of the 1940 Act). In addition, the Distributor or the Adviser shall bear the costs of bringing Contracts into compliance with section 817(h) of the Code following a diversification failure, and the costs of adverse tax consequences to affected Contract holders if the Contracts cannot be brought into compliance. 7.4. The Company agrees that if the Internal Revenue Service (“IRS”) IRS asserts in writing in connection with any governmental audit or review of the Company (or, to the Company’s knowledge, of any Contract owner Owner) that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against a Fund, the Trust Distributor or Distributor the Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim.; (b) The Company shall consult with the Trust Fund, the Distributor and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company shall use its best efforts to minimize any liability of the Trust Fund, the Distributor and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any written materials to be submitted by the Company to the IRS, any Contract owner Owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust Fund, the Distributor and Distributor the Adviser (together with any supporting information or analysis) within at least two a reasonable time after submission; (2) business days prior to submission. e) The Company shall provide the Trust Fund, the Distributor and Distributor the Adviser with such cooperation as the Trust Fund, the Distributor and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributor and Distributor the Adviser to review the relevant books and records of the Company) in order to facilitate review by the Trust Fund, the Distributor and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) The Company shall not with respect to any claim of the IRS or any Contract Owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney’s fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1 The Trust and Fund will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended ("Code, ") and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and Fund represents that it will, with respect to each Designated Portfolio thereof will at all times Portfolio, comply with Section 817(h) of the Code and Treasury Regulation (S)1.817-5, as amended from time to timeSection1.817.5, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI, the Fund will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation Section1.817.5. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) 6.2 The Trust and Fund represents that each Designated Portfolio is currently qualified (and for new Designated Portfolios, intends to qualify) as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any a Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that a Designated Portfolio might not so comply qualify in the future. 6.2 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund, the Adviser and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that if the Internal Revenue Service (“IRS”) asserts any prospectus offering a contract that is a "modified endowment contract" as that term is defined in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) 7702A of the Code (or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 6.1. The Trust Fund, the Distributors and the Distributor Advisers represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund, a Distributor or an Adviser shall provide to the Company a quarterly written diversification report, in the form attached hereto as Schedule A which shall show the results of the quarterly Section 817(h) diversification test and include a certification as to whether each Portfolio complies with the Section 817(h) diversification requirement. The diversification report shall be provided to the Company within 10 calendar days of the end of a quarter. c) Shares 6.2. The Fund, the Distributors and the Advisers agree that shares of the Designated Portfolio(s) Portfolios will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) . No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund, the Distributors and the Advisers represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 6.4. The Fund, a Distributor or an Adviser will notify the Company immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.5. Without in any way limiting the effect of Sections 8.2, 8.3 and 8.4 hereof and without in any way limiting or restricting any other remedies available to the Company, an Adviser or a Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(c) of the 1940 Act). 6.6. The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company (or, to the Company’s knowledge, of any Contract owner owner) that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund, a Distributor or Distributor an Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company shall promptly notify the Trust Fund, the Distributors and Distributor the Advisers of such assertion or potential claim.; (b) The Company shall consult with the Trust Fund, the Distributors and Distributor the Advisers as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company shall use its best efforts to minimize any liability of the Trust Fund, the Distributors and Distributor the Advisers resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust Fund, the Distributors and Distributor the Advisers (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company shall provide the Trust Fund, the Distributors and Distributor the Advisers with such cooperation as the Trust Fund, the Distributors and Distributor the Advisers shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributors and Distributor the Advisers to review the relevant books and records of the Company) in order to facilitate review by the Trust Fund, the Distributors and Distributor the Advisers of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) The Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, the Distributors and the Adviser s(i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributors and the Advisers, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund and the Advisers shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributors and the Advisers shall bear the costs and expenses, including reasonable attorney’s fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1 6.1. The Trust Fund, Distributor and the Distributor Adviser represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund, the Distributor or the Adviser shall, upon request, provide to the Company a quarterly written diversification report, which shall show the results of the quarterly Section 817(h) diversification test and include a certification as to whether each Portfolio complies with the Section 817(h) diversification requirement. c) Shares 6.2. The Fund, the Distributor and the Adviser agree that shares of the Designated Portfolio(s) Portfolios will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) . No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. However, it is understood by the Company that the Fund may sell shares of any Portfolio to any person eligible to invest in that Portfolio in accordance with applicable provisions of Section 817(h) under the Code and the regulations thereunder, the sale of which will not impair the tax treatment currently afforded the Contracts. e) 6.3. The Trust Fund, the Distributor and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.4. The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company (or, to the Company’s knowledge, of any Contract owner owner) that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund, Distributor or Distributor Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim.; (b) The Company shall consult with the Trust Fund, the Distributor and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company shall use its best efforts to minimize any liability of the Trust Fund, the Distributor and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust Fund, the Distributor and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company shall provide the Trust Fund, the Distributor and Distributor the Adviser with such cooperation as the Trust Fund, the Distributor and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributor and Distributor the Adviser to review the relevant books and records of the Company) in order to facilitate review by the Trust Fund, the Distributor and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) The Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney’s fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1 6.1. The Trust Fund and the Distributor represent each represents and warrant that: a) The Trust warrants that the Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) . Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, the Fund and Distributor will take all reasonable steps to: (a) notify the Company of such breach, and (b) adequately diversify the Fund so as to achieve compliance within the 30-day grace period afforded by Regulation 1.817-5. c) Shares 6.2. The Fund and the Distributor each represents and warrants that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) , and that no person has or will purchase shares in any Portfolio for any purpose or under any circumstances that would preclude the Company from “looking through” to the investments of each Designated Portfolio in which it invests, pursuant to the “look through” rules found in Treasury Regulation 1.817-5. No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund and the Distributor each represents and warrants that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company “regulated investment company” under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 6.4. The Fund and Distributor each will notify the Company immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. The Fund or the Distributor shall provide Company a certification of each Fund’s compliance with Section 817(h) of the Code and Treasury Regulation 1.817-5 within sixty (60) days of the end of each calendar quarter. 6.2 6.5. The Company agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of the Company or, to the Company’s 's knowledge, of or any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust or Fund and Distributor as a result of such a failure or alleged failure thatfailure: (a) The the Company shall promptly notify the Trust Fund and the Distributor of such assertion or potential claim.; (b) The the Company shall consult with the Trust Fund and the Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The the Company shall use its best efforts to minimize any liability of the Trust Fund and the Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust Fund and the Distributor (together with any supporting information or analysis) within at least two (2) business days Business Days prior to submission.; (e) The the Company shall provide the Trust Fund and the Distributor with such cooperation as the Trust Fund and the Distributor shall reasonably request (including, without limitation, by permitting the Trust Fund and the Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust Fund and the Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) the Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund and the Distributor(i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund and the Distributor, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund and the Distributor shall bear the costs and expenses, including reasonable attorney's fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1 6.1. The Trust Fund, Distributor and the Distributor Adviser represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund, the Distributor or the Adviser shall, upon request, provide to the Company a quarterly written diversification report, which shall show the results of the quarterly Section 817(h) diversification test and include a certification as to whether each Portfolio complies with the Section 817(h) diversification requirement. The Fund, the Distributor or the Adviser shall promptly notify the Company if the Fund, the Distributor or the Adviser becomes aware of a falure of the Fund or a Portfolio to comply with the Section 817(h) diversification requirement. c) Shares 6.2. The Fund, the Distributor and the Adviser agree that shares of the Designated Portfolio(s) Portfolios will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) . No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. However, it is understood by the Company that the Fund may sell shares of any Portfolio to any person eligible to invest in that Portfolio in accordance with applicable provisions of Section 817(h) under the Code and the regulations thereunder, and that if such provisions are not applicable, then the Fund may sell shares of any Portfolio to any person, including members of the general public. e) 6.3. The Trust Fund, the Distributor and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.4. The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company (or, to the Company’s knowledge, of any Contract owner owner) that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund, Distributor or Distributor Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim.; (b) The Company shall consult with the Trust Fund, the Distributor and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company shall use its best efforts to minimize any liability of the Trust Fund, the Distributor and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust Fund, the Distributor and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company shall provide the Trust Fund, the Distributor and Distributor the Adviser with such cooperation as the Trust Fund, the Distributor and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributor and Distributor the Adviser to review the relevant books and records of the Company) in order to facilitate review by the Trust Fund, the Distributor and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) The Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney’s fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1 6.1. The Trust Fund, Distributor and the Distributor Adviser represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund, the Distributor or the Adviser shall, upon request, provide to the Insurance Company a quarterly written diversification report, which shall show the results of the quarterly Section 817(h) diversification test and include a certification as to whether each Portfolio complies with the Section 817(h) diversification requirement. c) Shares 6.2. The Fund, the Distributor and the Adviser agree that shares of the Designated Portfolio(s) Portfolios will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) . No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. However, it is understood by the Insurance Company that the Fund may sell shares of any Portfolio to any person eligible to invest in that Portfolio in accordance with applicable provisions of Section 817(h) under the Code and the regulations thereunder, and that if such provisions are not applicable, then the Fund may sell shares of any Portfolio to any person, including members of the general public. e) 6.3. The Trust Fund, the Distributor and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.4. The Insurance Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Insurance Company (or, to the Company’s knowledge, of any Contract owner owner) that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Insurance Company otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund, Distributor or Distributor Adviser as a result of such a failure or alleged failure thatfailure, unless prohibited by law: (a) The Insurance Company shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim.; (b) The Insurance Company shall consult with the Trust Fund, the Distributor and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Insurance Company shall use its best efforts to minimize any liability of the Trust Fund, the Distributor and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any written materials to be submitted by the Insurance Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Insurance Company to the Trust Fund, the Distributor and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Insurance Company shall provide the Trust Fund, the Distributor and Distributor the Adviser with such cooperation as the Trust Fund, the Distributor and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributor and Distributor the Adviser to review the relevant books and records of the Insurance Company) in order to facilitate review by the Trust Fund, the Distributor and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) The Insurance Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, the Insurance Company shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney’s fees, incurred by the Insurance Company in complying with this clause (f).

Diversification and Qualification. 6.1 The Trust and Fund will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code, ") and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof of the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.8171.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. c. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) Shares to notify the Company of such breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Fund shall provide Company a certification of its compliance with Section 817(h) of the Code and Treasury Regulation 1.817-5 within twenty (20) days of the end of each calendar quarter. The Fund represents that shares of each Designated Portfolio(s) Portfolio will only be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No that shares of any Designated Portfolio of the Trust will not be sold to the general public. e) 6.2 The Trust and Fund represents that each Designated Portfolio is currently or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio it has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that it might not so comply qualify in the future. 6.2 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that if the Internal Revenue Service (“IRS”) asserts any prospectus offering a contract that is a "modified endowment contract" as that term is defined in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) 7702A of the Code (or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 6.1. The Trust Fund, Distributor and the Distributor Adviser represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund, the Distributor or the Adviser shall, upon request, provide to the Company a quarterly written diversification report, which shall show the results of the quarterly Section 817(h) diversification test and include a certification as to whether each Portfolio complies with the Section 817(h) diversification requirement. c) Shares 6.2. The Fund, the Distributor and the Adviser agree that shares of the Designated Portfolio(s) Portfolios will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) . No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. However, it is understood by the Company that the Fund may sell shares of any Portfolio to any person eligible to invest in that Portfolio in accordance with applicable provisions of Section 817(h) under the Code and the regulations thereunder, and that if such provisions are not applicable, then the Fund may sell shares of any Portfolio to any person, including members of the general public. e) 6.3. The Trust Fund, the Distributor and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.4. The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company (or, to the Company’s knowledge, of any Contract owner owner) that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund, Distributor or Distributor Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim.; (b) The Company shall consult with the Trust Fund, the Distributor and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company shall use its best efforts to minimize any liability of the Trust Fund, the Distributor and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust Fund, the Distributor and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company shall provide the Trust Fund, the Distributor and Distributor the Adviser with such cooperation as the Trust Fund, the Distributor and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributor and Distributor the Adviser to review the relevant books and records of the Company) in order to facilitate review by the Trust Fund, the Distributor and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) The Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney’s fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1 The Trust and the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts and any amendments or other modifications or successor provisions to such Section or Regulations. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Trust and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They will notify the Company MMLIC immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 The Company MMLIC agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company MMLIC or, to the CompanyMMLIC’s knowledge, of any Contract owner Contractowner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company MMLIC otherwise becomes aware of any facts that could give rise to any claim against the Trust or Distributor as a result of such a failure or alleged failure that: a) The Company MMLIC shall promptly notify the Trust and Distributor of such assertion or potential claim. b) The Company MMLIC shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company MMLIC shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company MMLIC to the IRS, any Contract owner Contractowner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company MMLIC to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company MMLIC shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the CompanyMMLIC) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Trust and Fund will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the CodeInternal Revenue Code of 1986, as amended (the Code ) and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof of the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.8171.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio's investment objective, policies and restrictions as set forth in the Fund Prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) 6.2 The Trust and Fund represents that each Designated Portfolio is currently or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the Trust or future. In the event of any noncompliance regarding the status of any Designated Portfolio has ceased as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to comply enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the aforesaid Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio's status as a RIC under Subchapter M and/or the noncompliance under Section 817(h) diversification or Subchapter M qualification requirements or might not so comply ), the Fund will cooperate in good faith with the future. 6.2 The Company agrees that if Company's efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued by the Internal Revenue Service (“IRS”) asserts in writing in connection or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), that the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with any governmental audit Section 817(h), for the period or review periods of the Company or, non-compliance. 6.3 Subject to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply Fund's compliance with the applicable diversification requirements of under Section 817(h) of the Code or Code, the Company otherwise becomes aware represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any facts prospectus offering a contract that could give rise to is a "modified endowment contract" as that term is defined in Section 7702A of the Code (or any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 6.1. The Trust Fund and the Distributor represent each represents and warrant that: a) The Trust warrants that the Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) . Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, the Fund and Distributor will take all reasonable steps to: (a) notify the Company of such breach, and (b) adequately diversify the Fund so as to achieve compliance within the 30-day grace period afforded by Regulation 1.817-5. c) Shares 6.2. The Fund and the Distributor each represents and warrants that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) , and that no person has or will purchase shares in any Portfolio for any purpose or under any circumstances that would preclude the Company from “looking through” to the investments of each Designated Portfolio in which it invests, pursuant to the “look through” rules found in Treasury Regulation 1.817-5. No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund and the Distributor each represents and warrants that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company “regulated investment company” under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 6.4. The Fund and Distributor each will notify the Company immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.5. The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of or any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust or Fund and Distributor as a result of such a failure or alleged failure thatfailure: (a) The the Company shall promptly notify the Trust Fund and the Distributor of such assertion or potential claim.; (b) The the Company shall consult with the Trust Fund and the Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The the Company shall use its best efforts to minimize any liability of the Trust Fund and the Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust Fund and the Distributor (together with any supporting information or analysis) within at least two (2) business days Business Days prior to submission.; (e) The the Company shall provide the Trust Fund and the Distributor with such cooperation as the Trust Fund and the Distributor shall reasonably request (including, without limitation, by permitting the Trust Fund and the Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust Fund and the Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) the Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund and the Distributor(i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund and the Distributor, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund and the Distributor shall bear the costs and expenses, including reasonable attorney’s fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1 6.1. The Trust Fund, Distributor and the Distributor Adviser represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund, the Distributor or the Adviser shall, upon request, provide to the Company a quarterly written diversification report, which shall show the results of the quarterly Section 817(h) diversification test and include a certification as to whether each Portfolio complies with the Section 817(h) diversification requirement. c) Shares 6.2. The Fund, the Distributor and the Adviser agree that shares of the Designated Portfolio(s) Portfolios will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) . No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. However, it is understood by the Company that the Fund may sell shares of any Portfolio to any person eligible to invest in that Portfolio in accordance with applicable provisions of Section 817(h) under the Code and the regulations thereunder, and that if such provisions are not applicable, then the Fund may sell shares of any Portfolio to any person, including members of the general public. e) 6.3. The Trust Fund, the Distributor and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.4. The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company (or, to the Company’s knowledge, of any Contract owner owner) that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund, Distributor or Distributor Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim.; (b) The Company shall consult with the Trust Fund, the Distributor and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company shall shall, at its own cost and expense, use its best commercially reasonable efforts to minimize any liability of the Trust Fund, the Distributor and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; and if the Fund, the Distributor or the Adviser requests that the Company take action to minimize any liability of the Fund, the Distributor or the Adviser resulting from such failure that is not commercially reasonable, the Company shall use its best efforts to take such action, provided that the Fund, the Distributor or the Adviser shall bear the costs and expenses, including reasonable attorney’s fees, incurred by the Company in complying with such request to the extent such costs and expenses have bee pre-approved by the Adviser, the Distributor or the Fund in writing; (d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust Fund, the Distributor and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company shall provide the Trust Fund, the Distributor and Distributor the Adviser with such cooperation as the Trust Fund, the Distributor and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributor and Distributor the Adviser to review the relevant books and records of the Company) in order to facilitate review by the Trust Fund, the Distributor and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) The Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney’s fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1 The Trust and the Distributor represent and warrant that: a) The Trust Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts or life insurance contracts, whichever is appropriate, under the Code, Code and the regulations issued thereunder. b) there under (or any successor provisions). Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof has complied and will at all times continue to comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) 6.2 The Trust and each Designated Portfolio Fund represents that it is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio it has ceased to comply so qualify or that it might not so qualify in the future. The Fund acknowledges that compliance with Subchapter M is a essential element of compliance with Section 817(h). 6.3 The Fund shall provide the Company or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification or and Subchapter M qualification requirements upon request. 6.4 Subject to Section 6.1 and Section 6.2, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so comply treated in the future. 6.2 . The Company agrees that if the Internal Revenue Service (any prospectus offering a contract that is a “IRS”) asserts modified endowment contract” as that term is defined in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) 7702A of the Code (or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Trust 6.1. Subject to Company's representations and warranties in Section 2.1 and 6.3, the Distributor represent Fund represents and warrant that: a) The Trust warrants will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts or life insurance contracts, whichever is appropriate, under the Code, Code and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof has complied and will at all times continue to comply with Section 817(h) of the Code and Treasury Regulation (S)1.817Section 1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation Section 1.817-5. c) Shares of the Designated Portfolio(s) 6.2. The Fund represents and warrants that it is or will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Trust and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio it has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that it might not so comply qualify in the future. 6.2 6.3. The Company represents and warrants that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that if the Internal Revenue Service (“IRS”) asserts any prospectus offering a contract that is a "modified endowment contract" as that term is defined in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) 7702A of the Code (or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Trust 9.1. Each Fund, the Distributor and the Distributor Adviser represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817ss.1.817-55 or any other regulations promulgated under Section 817(h), as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. Each Fund, the Distributor or the Adviser will notify the Company immediately upon having a reasonable basis for believing that a Fund or any Portfolio has ceased to comply with the Section 817(h) diversification or might not so comply in the future. To the extent that a Fund or Portfolio ceases to so qualify, the Fund and the Adviser will use their best efforts to take all steps necessary to adequately diversify the affected Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation ss.1.817-5. c) Shares of 9.2. Each Fund, the Designated Portfolio(s) will be sold only to Participating Insurance Companies Distributor and their separate accounts the Adviser represent and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Trust warrant that each Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They . Each Fund, the Distributor or the Adviser will notify the Company immediately upon having a reasonable basis for believing that the Trust a Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 9.3. Without in any way limiting the effect of Sections 11.2, 11.3 and 11.4 hereof and without in any way limiting or restricting any other remedies available to the Company, the Adviser or the Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of a Fund or any Portfolio to comply with Sections 9.1 or 9.2 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(c) of the 1940 Act). In addition, the Distributor or the Adviser shall bear the costs of bringing Contracts into compliance with section 817(h) of the Code following a diversification failure, and the costs of adverse tax consequences to affected Contract holders if the Contracts cannot be brought into compliance. 9.4. The Company agrees that that, if the Internal Revenue Service (“IRS”) IRS asserts in writing in connection with any governmental audit or review of the Company (or, to the Company’s its knowledge, of any Contract owner Owner) that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against a Fund, the Trust Distributor or Distributor the Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim.; (b) The Company shall consult with the Trust Fund, the Distributor and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company shall use its best efforts to minimize any liability of the Trust Fund, the Distributor and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any written materials to be submitted by the Company to the IRS, any Contract owner Owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust Fund, the Distributor and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company shall provide the Trust Fund, the Distributor and Distributor the Adviser with such cooperation as the Trust Fund, the Distributor and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributor and Distributor the Adviser to review the relevant books and records of the Company) in order to facilitate review by the Trust Fund, the Distributor and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) The Company shall not with respect to any claim of the IRS or any Contract Owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1 The Trust and Fund will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code, ") and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof has complied and will at all times continue to comply with Section 817(h) of the Code and Treasury Regulation (S)1.817ss.1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach as promptly as possible and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) 6.2 The Trust and Fund represents that each Designated Portfolio is currently or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio it has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that it might not so comply qualify in the future. 6.2 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that if the Internal Revenue Service (“IRS”) asserts any prospectus offering a contract that is a "modified endowment contract" as that term is defined in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) 7702A of the Code (or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 6.1. The Trust Fund, the Distributors and the Distributor Advisers represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund, a Distributor or an Adviser shall provide to the Company a quarterly written diversification report, in the form attached hereto as Schedule B, which shall show the results of the quarterly Section 817(h) diversification test and include a certification as to whether each Portfolio complies with the Section 817(h) diversification requirement. The diversification report shall be provided to the Company within 10 calendar days of the end of a quarter. c) Shares 6.2. The Fund, the Distributors and the Advisers agree that shares of the Designated Portfolio(s) Portfolios will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) . No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund, the Distributors and the Advisers represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 6.4. The Fund, a Distributor or an Adviser will notify the Company immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.5. Without in any way limiting the effect of Sections 8.2, 8.3 and 8.4 hereof and without in any way limiting or restricting any other remedies available to the Company, an Adviser or a Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(c) of the 1940 Act). 6.6. The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company (or, to the Company’s knowledge, of any Contract owner owner) that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund, a Distributor or Distributor an Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company shall promptly notify the Trust Fund, the Distributors and Distributor the Advisers of such assertion or potential claim.; (b) The Company shall consult with the Trust Fund, the Distributors and Distributor the Advisers as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company shall use its best efforts to minimize any liability of the Trust Fund, the Distributors and Distributor the Advisers resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust Fund, the Distributors and Distributor the Advisers (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company shall provide the Trust Fund, the Distributors and Distributor the Advisers with such cooperation as the Trust Fund, the Distributors and Distributor the Advisers shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributors and Distributor the Advisers to review the relevant books and records of the Company) in order to facilitate review by the Trust Fund, the Distributors and Distributor the Advisers of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) The Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, the Distributors and the Adviser s(i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributors and the Advisers, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund and the Advisers shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributors and the Advisers shall bear the costs and expenses, including reasonable attorney’s fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1 The Trust and Fund will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code, ”) and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, each Portfolio of the Trust and each Designated Portfolio thereof Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817-‘1.817- 5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. c) Shares of the Designated Portfolio(s) 6.2 The Fund represents that each Portfolio is or will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Trust and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio it has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that it might not so comply qualify in the future. 6.2 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that if the Internal Revenue Service (any prospectus offering a contract that is a “IRS”) asserts modified endowment contract” as that term is defined in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) 7702A of the Code (or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 6.1. The Trust and the Distributor represent and warrant that: a) The Trust Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts or life insurance contracts, whichever is appropriate, under the Code, Code and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof has complied and will at all times continue to comply with Section 817(h) of the Code and Treasury Regulation (S)1.817Section 1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. c. The Fund represents that, under the terms of its investment advisory agreements with the investment adviser, the investment adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio's investment objectives, policies and restrictions as set forth in the Fund prospectus. The Fund represents that these investment objectives, policies, and restrictions do and will include operating as a regulated investment company ("RIC") Shares in compliance with Subchapter M of the Designated Portfolio(sCode and Section 817(h) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust Code and regulations thereunder. The Fund has adopted and will be sold to the general public. e) The Trust and maintain procedures for ensuring that each Designated Portfolio is currently managed in compliance with Section 817(h) and regulations thereunder. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio it has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that it might not so comply qualify in the future. 6.2 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that if the Internal Revenue Service (“IRS”) asserts any prospectus offering a contract that is a "modified endowment contract" as that term is defined in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) 7702A of the Code (or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 6.1. The Trust Fund and the Distributor represent and warrant that: a) The Trust that the Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity life insurance contracts under the Code, and the regulations issued thereunder. b) . Without limiting the scope of the foregoing, the Trust Fund and the Distributor represent and warrant that the Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. c) Shares . The Fund and the Distributor agree that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) 6.2. No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund and the Distributor represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 6.4. The Fund or Distributor will notify the Company Insurer immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 The Company agrees 6.5. Without in any way limiting the effect of Sections 8.2, 8.3 and 8.4 hereof and without in any way limiting or restricting any other remedies available to Insurer, the Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, other than any failure or anticipated or reasonably foreseeable failure caused by a failure of the Insurer to take all steps necessary to ensure that if the Internal Revenue Service Contracts will be treated as life insurance contracts under the Code, and the regulations issued thereunder, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(c) of the 1940 Act); such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to Insurer and any federal income taxes or tax penalties and interest thereon (or “IRS”toll charges” or exactments or amounts paid in settlement) asserts in writing incurred by Insurer with respect to itself or owners of its Contracts in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust or Distributor as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claim. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged anticipated or reasonably foreseeable failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 5.1. The Trust Fund and the Distributor represent and warrant that: a) The Trust that the Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity life insurance contracts under the Code, and the regulations issued thereunder. b) . Without limiting the scope of the foregoing, the Trust Fund and the Distributor represent and warrant that the Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. c) Shares . The Fund and the Distributor agree that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) 5.2. No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 5.3. The Trust Fund and the Distributor represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 5.4. The Fund or Distributor will notify the Company Insurer immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 The Company agrees 5.5. Without in any way limiting the effect of Sections 8.2, 8.3 and 8.4 hereof and without in any way limiting or restricting any other remedies available to Insurer, the Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of ,he Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, other than any failure or anticipated or reasonably foreseeable failure caused by a failure of the Insurer to take all steps necessary to ensure that if the Internal Revenue Service Contracts will be treated as life insurance contracts under the Code, and the regulations issued thereunder, includ­ ing all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (“IRS”including but not limited to an order pursuant to Section 26(c) asserts of the 1940 Act); such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to Insurer and any federal income taxes or tax penalties and interest thereon (or "toll charges" or exactments or amounts paid in writing settlement) incurred by Insurer with respect to itself or owners of its Contracts in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust or Distributor as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claim. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged anticipated or reasonably foresee­ able failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Trust and Fund will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code, ”) and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof of the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§ 1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. c. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) Shares to notify the Society of such breach and (b) to adequately diversify the Designated Portfolio(s) will be sold only so as to Participating Insurance Companies and their separate accounts and to Qualified Plansachieve compliance within the grace period afforded by Regulation 817.5. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) 6.2 The Trust and Fund represents that each Designated Portfolio is currently or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company Society immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the Trust or future. In the event of any noncompliance regarding the status of any Designated Portfolio has ceased as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to comply enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the aforesaid Society. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h) diversification or Subchapter M qualification requirements or might not so comply ), the Fund will cooperate in good faith with the future. 6.2 The Company agrees that if Society’s efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued by the Internal Revenue Service (“IRS”) asserts in writing in connection or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), that the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with any governmental audit Section 817(h), for the period or review periods of the Company or, non-compliance. 6.3 Subject to the CompanyFund’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply compliance with the applicable diversification requirements of under Section 817(h) of the Code, the Society represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Society agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Trust and the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the each Company’s Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts and any amendments or other modifications or successor provisions to such Section or Regulations. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Trust and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They will notify the each Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 The Each Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the any Company or, to the any Company’s knowledge, of any Contract owner Contractowner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the any Company otherwise becomes aware of any facts that could give rise to any claim against the Trust or Distributor as a result of such a failure or alleged failure that: a) The Any applicable Company shall promptly notify the Trust and Distributor of such assertion or potential claim. b) The Any applicable Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Any applicable Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the any Company to the IRS, any Contract owner Contractowner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Any Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Trust and Funds will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the Code, ) and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof of the Funds will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.8171.817-5, as amended from time to time, and any Treasury interpretations thereof, : relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Funds, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Funds so as to achieve compliance within the grace period afforded by Regulation 817.5. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) 6.2 The Trust and Funds represent that each Designated Portfolio is currently or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio it has ceased to comply so qualify or that it might not so qualify in the future. 6.3 The Company represents, for purposes other than diversification under Section 817 of the Code, that the Contracts are currently, and at the time of issuance shall be, treated as life insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Funds and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. 6.4 The Funds shall provide the Company or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification or and Subchapter M qualification requirements or might not so comply requirements, at the times provided for and substantially in the futureform attached hereto as Schedule B hereto; provided, however, that providing such reports does not relieve the Funds of their responsibility for such compliance or of its liability for any non-compliance. 6.2 The Company agrees that if 6.5 Without in any way limiting the Internal Revenue Service (“IRS”) asserts effect of Sections 8.2, 8.3 and 8.4 hereof and without in writing in connection with any governmental audit way limiting or review of the Company or, restricting any other remedies available to the Company’s knowledge, the Advisers or Underwriter will pay all costs associated with or arising out of any failure, or any anticipated or reason­ ably foreseeable failure, of any Contract owner that the Funds or any Designated Portfolio has failed to comply with Sections 6.1 or 6.2 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the diversification requirements costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 817(h26(b) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust or Distributor as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claim1940 Act). b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Trust 7.1. Each Fund, the Distributor and the Distributor Adviser represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust each Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817ss.1.817-55 or any other regulations promulgated under Section 817(h), as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. Each Fund, the Distributor or the Adviser will notify the Company immediately upon having a reasonable basis for believing that a Fund or any Portfolio has ceased to comply with the Section 817(h) diversification or might not so comply in the future. To the extent that a Fund or Portfolio ceases to so qualify, the Fund and the Adviser will use their best efforts to take all steps necessary to adequately diversify the affected Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation ss.1.817-5. c) Shares of 7.2. Each Fund, the Designated Portfolio(s) will be sold only to Participating Insurance Companies Distributor and their separate accounts the Adviser represent and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Trust warrant that each Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They . Each Fund, the Distributor or the Adviser will notify the Company immediately upon having a reasonable basis for believing that the Trust a Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 7.3. Without in any way limiting the effect of Sections 9.2, 9.3 and 9.4 hereof and without in any way limiting or restricting any other remedies available to the Company, the Adviser or the Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of a Fund or any Portfolio to comply with Sections 7.1 or 7.2, hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(c) of the 1940 Act). In addition, the Distributor or the Adviser shall bear the costs of bringing Contracts into compliance with section 817(h) of the Code following a diversification failure, and the costs of adverse tax consequences to affected Contract holders if the Contracts cannot be brought into compliance. 7.4. The Company agrees that if the Internal Revenue Service (“IRS”) IRS asserts in writing in connection with any governmental audit or review of the Company (or, to the Company’s 's knowledge, of any Contract owner Owner) that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against a Fund, the Trust Distributor or Distributor the Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim.; (b) The Company shall consult with the Trust Fund, the Distributor and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company shall use its best efforts to minimize any liability of the Trust Fund, the Distributor and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any written materials to be submitted by the Company to the IRS, any Contract owner Owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust Fund, the Distributor and Distributor the Adviser (together with any supporting information or analysis) within at least two a reasonable time after submission; (2) business days prior to submission. e) The Company shall provide the Trust Fund, the Distributor and Distributor the Adviser with such cooperation as the Trust Fund, the Distributor and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributor and Distributor the Adviser to review the relevant books and records of the Company) in order to facilitate review by the Trust Fund, the Distributor and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) The Company shall not with respect to any claim of the IRS or any Contract Owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1 The Trust and Fund will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code, ”) and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof of the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817‘1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) 6.2 The Trust and Fund represents that each Designated Portfolio is currently or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio it has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that it might not so comply qualify in the future. 6.2 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that if the Internal Revenue Service (any prospectus offering a contract that is a “IRS”) asserts in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust or Distributor as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claim. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.modified endowment

Diversification and Qualification. 6.1 The Trust and Funds will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the Code, ) and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof of the Funds will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.8171.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Funds, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Funds so as to achieve compliance within the grace period afforded by Regulation 817.5. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) 6.2 The Trust and Funds represent that each Designated Portfolio is currently or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio it has ceased to comply so qualify or that it might not so qualify in the future. 6.3 The Company represents, for purposes other than diversification under Section 817 of the Code, that the Contracts are currently, and at the time of issuance shall be, treated as life insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Funds and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. 6.4 The Funds shall provide the Company or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification or and Subchapter M qualification requirements or might not so comply requirements, at the times provided for and substantially in the futureform attached hereto as Schedule B hereto; provided, however, that providing such reports does not relieve the Funds of their responsibility for such compliance or of its liability for any non-compliance. 6.2 The Company agrees that if 6.5 Without in any way limiting the Internal Revenue Service (“IRS”) asserts effect of Sections 8.2, 8.3 and 8.4 hereof and without in writing in connection with any governmental audit way limiting or review of the Company or, restricting any other remedies available to the Company’s knowledge, the Advisers or Underwriter will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of any Contract owner that the Funds or any Designated Portfolio has failed to comply with Sections 6.1 or 6.2 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the diversification requirements costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 817(h26(b) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust or Distributor as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claim1940 Act). b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Trust and Fund will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code, ") and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof of the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817Section 1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio's investment objectives, policies and restrictions as set forth in the Fund Prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) 6.2 The Trust and Fund represents that each Designated Portfolio is currently or will be qualified as a Regulated Investment Company under Subchapter M of the CodeCode ("RIC"), and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the Trust or future. In the event of any noncompliance regarding the status of any Designated Portfolio has ceased as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to comply enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the aforesaid Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio's status as a RIC under Subchapter M and/or the noncompliance under Section 817(h) diversification or Subchapter M qualification requirements or might not so comply ), the Fund will cooperate in good faith with the future. 6.2 The Company agrees that if Company's efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued by the Internal Revenue Service (“IRS”) asserts in writing in connection or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), that the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with any governmental audit Section 817(h), for the period or review periods of the Company or, non-compliance. 6.3 Subject to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply Fund's compliance with the applicable diversification requirements of under Section 817(h) of the Code or Code, the Company otherwise becomes aware represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any facts prospectus offering a contract that could give rise to is a "modified endowment contract" as that term is defined in Section 7702A of the Code (or any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Trust 7.1. Each Fund, the Distributor and the Distributor Adviser represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust each Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-55 or any other regulations promulgated under Section 817(h), as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. Each Fund, the Distributor or the Adviser will notify Pruco immediately upon having a reasonable basis for believing that a Fund or any Portfolio has ceased to comply with the Section 817(h) diversification or might not so comply in the future. To the extent that a Fund or Portfolio ceases to so qualify, the Fund and the Adviser will use their best efforts to take all steps necessary to adequately diversify the affected Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation §1.817-5. c) Shares of 7.2. Each Fund, the Designated Portfolio(s) will be sold only to Participating Insurance Companies Distributor and their separate accounts the Adviser represent and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Trust warrant that each Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They . Each Fund, the Distributor or the Adviser will notify the Company Pruco immediately upon having a reasonable basis for believing that the Trust a Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 The Company 7.3. Without in any way limiting the effect of Sections 9.2, 9.3 and 9.4 hereof and without in any way limiting or restricting any other remedies available to Pruco, the Adviser or the Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of a Fund or any Portfolio to comply with Sections 7.1 or 7.2 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(c) of the 1940 Act). In addition, the Distributor or the Adviser shall bear the costs of bringing Contracts into compliance with section 817(h) of the Code following a diversification failure, and the costs of adverse tax consequences to affected Contract holders if the Contracts cannot be brought into compliance. 7.4. Pruco agrees that if the Internal Revenue Service (“IRS”) IRS asserts in writing in connection with any governmental audit or review of the Company Pruco (or, to the CompanyPruco’s knowledge, of any Contract owner Owner) that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company Pruco otherwise becomes aware of any facts that could give rise to any claim against a Fund, the Trust Distributor or Distributor the Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company Pruco shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim.; (b) The Company Pruco shall consult with the Trust Fund, the Distributor and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company Pruco shall use its best efforts to minimize any liability of the Trust Fund, the Distributor and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any written materials to be submitted by the Company Pruco to the IRS, any Contract owner Owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company Pruco to the Trust Fund, the Distributor and Distributor the Adviser (together with any supporting information or analysis) within at least two a reasonable time after submission; (2) business days prior to submission. e) The Company Pruco shall provide the Trust Fund, the Distributor and Distributor the Adviser with such cooperation as the Trust Fund, the Distributor and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributor and Distributor the Adviser to review the relevant books and records of the CompanyPruco) in order to facilitate review by the Trust Fund, the Distributor and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) Pruco shall not with respect to any claim of the IRS or any Contract Owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, Pruco shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney’s fees, incurred by Pruco in complying with this clause (f).

Diversification and Qualification. 6.1 The Trust and Fund will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code, ”) and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, each Portfolio of the Trust and each Designated Portfolio thereof Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817‘1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. c) Shares of the Designated Portfolio(s) 6.2 The Fund represents that each Portfolio is or will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Trust and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio it has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that it might not so comply qualify in the future. 6.2 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that if the Internal Revenue Service (any prospectus offering a contract that is a “IRS”) asserts modified endowment contract” as that term is defined in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) 7702A of the Code (or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 6.1. The Trust Fund, Distributor and the Distributor Adviser represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817ss.1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund Distributor or Adviser shall provide to the Company a quarterly written diversification report, which shall show the results of the quarterly Section 817(h) diversification test and include a certification as to whether each Portfolio complies with the Section 817(h) diversification requirement. c) Shares 6.2. The Fund, the Distributor and the Adviser agree that shares of the Designated Portfolio(s) Portfolios will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) . No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund, the Distributor and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 6.4. The Fund, Distributor or Adviser will notify the Company immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.5. Without in any way limiting the effect of Sections 8.2, 8.3 and 8.4 hereof and without in any way limiting or restricting any other remedies available to the Company, the Adviser or Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(c) of the 1940 Act). 6.6. The Company agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of the Company (or, to the Company’s 's knowledge, of any Contract owner owner) that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund, Distributor or Distributor Adviser as a result of such a failure or of alleged failure that: a) The failure, the Company shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 6.1. The Trust Fund and the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund or the Distributor shall provide timely to the Company a quarterly written diversification certification, in the form attached hereto as Schedule D, as to whether each Portfolio complies with the diversification requirements of Section 817(h) of the Code. c) Shares 6.2. The Fund and the Distributor represent and warrant that shares of the Designated Portfolio(s) Portfolios will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) . No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund and each Designated Portfolio is currently qualified as the Distributor represent and warrant that prior to allowing a Regulated Investment Company under Subchapter M purchase of shares of the CodeFund, the status of each purchaser, including any insurance company separate account or Qualified Plan, is verified and documented and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement documentation is in effectverified quarterly. f) They 6.4. The Fund or the Distributor will notify the Company immediately promptly upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.5. Without in any way limiting the effect of Sections 8.2 hereof and without in any way limiting or restricting any other remedies available to the Company, the Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Portfolio to comply with Sections 6.1 or 6.2 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including, but not limited to, an order pursuant to Section 26(c) of the 1940 Act). 6.6. The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company (or, to the Company’s knowledge, of any Contract owner owner) that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund or the Distributor as a result of such a failure or alleged failure thatfailure: (a) The Company shall promptly notify the Trust Fund and the Distributor of such assertion or potential claim.; (b) The Company shall consult with the Trust Fund and the Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company shall use its best efforts to minimize any liability of the Trust Fund and the Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust Fund and the Distributor (together with any supporting information or analysis) within at least two contemporaneous with such submission; (2) business days prior to submission. e) The Company shall provide the Trust Fund and the Distributor with such cooperation as the Trust Fund and the Distributor shall reasonably request (including, without limitation, by permitting the Trust Fund and the Distributor to review the relevant books and records of the Company) in order to facilitate the review by the Trust Fund and the Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) The Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund and the Distributor (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund and the Distributor, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund or the Distributor shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund and the Distributor shall bear the costs and expenses, including reasonable attorney’s fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1 The Trust and Fund will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code, ") and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof of the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.8171.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the respective Company of such breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) 6.2 The Trust and Fund represents that each Designated Portfolio is currently or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the respective Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio it has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that it might not so comply qualify in the future. 6.2 The 6.3 Each Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. Each Company agrees that if the Internal Revenue Service (“IRS”) asserts any prospectus offering a contract that is a "modified endowment contract" as that term is defined in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) 7702A of the Code (or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Each Trust and the Distributor represent and warrant that: a) The Each Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the each Trust and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§)1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts and any amendments or other modifications or successor provisions to such Section or Regulations. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the each Trust will be sold to the general public. e) The Each Trust and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They will notify the Company immediately upon having a reasonable basis for believing that the each Trust or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner Customer that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the each Trust or Distributor as a result of such a failure or alleged failure that: a) The Company shall promptly notify the each Trust and the Distributor of such assertion or potential claim. b) The Company shall consult with the each Trust and the Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the each Trust and the Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner Customer or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the each Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the each Trust and the Distributor with such cooperation as the each Trust and the Distributor shall reasonably request (including, without limitation, by permitting the each Trust and the Distributor to review the relevant books and records of the Company) in order to facilitate review by the each Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Trust represents and warrants that the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its the assets of each Designated Fund in such a manner as to ensure that the Contracts will be treated as annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code, ”) and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust represents and warrants that each Designated Portfolio thereof Fund of the Trust will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.8171.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Trust, it will (a) take all reasonable steps to notify the Company of such breach and (b) immediately take all necessary steps to adequately diversify the Trust so as to achieve compliance within the grace period afforded by Regulation 1.817.5. c) Shares of the 6.2 The Trust represents that each Designated Portfolio(s) Fund is or will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Trust and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio it has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that it might not so comply qualify in the future. The Trust acknowledges that compliance with Subchapter M is an essential element of compliance with Section 817(h). 6.2 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Trust and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that if the Internal Revenue Service (any prospectus offering a contract that is a “IRS”) asserts modified endowment contract” as that term is defined in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) 7702A of the Code (or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Trust and the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts and any amendments or other modifications or successor provisions to such Section or Regulations. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Trust and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They will notify the Company CML immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 The Company CML agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company CML or, to the CompanyCML’s knowledge, of any Contract owner Contractowner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company CML otherwise becomes aware of any facts that could give rise to any claim against the Trust or Distributor as a result of such a failure or alleged failure that: a) The Company CML shall promptly notify the Trust and Distributor of such assertion or potential claim. b) The Company CML shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company CML shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company CML to the IRS, any Contract owner Contractowner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company CML to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company CML shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the CompanyCML) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Trust and Fund will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended ("Code, ") and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and Fund will, with respect to each Designated Portfolio thereof will at all times Portfolio, comply with Section 817(h) of the Code and Treasury Regulation (S)1.8171.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI, the Fund will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) 6.2 The Trust and Fund represents that each Designated Portfolio is currently qualified (and for new Designated Portfolios, intends to qualify) as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any a Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that a Designated Portfolio might not so comply qualify in the future. 6.2 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund, the Adviser and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that if the Internal Revenue Service (“IRS”) asserts any prospectus offering a contract that is a "modified endowment contract" as that term is defined in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) 7702A of the Code (or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 6.1. The Trust Fund and the Distributor represent each represents and warrant that: a) The Trust warrants that the Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) . Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, the Fund and Distributor will take all reasonable steps to: (a) notify the Company of such breach, and (b) adequately diversify the Fund so as to achieve compliance within the 30-day grace period afforded by Regulation 1.817-5. c) Shares 6.2. The Fund and the Distributor each represents and warrants that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) , and that no person has or will purchase shares in any Portfolio for any purpose or under any circumstances that would preclude the Company from “looking through” to the investments of each Designated Portfolio in which it invests, pursuant to the “look through” rules found in Treasury Regulation 1.817-5. No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund and the Distributor each represents and warrants that the Fund and each Designated Portfolio is currently qualified intends to qualify as a Regulated Investment Company “regulated investment company” under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 6.4. The Fund and Distributor each will notify the Company immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.5. The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes become aware of any facts that could give rise to any claim against the Trust or Fund and Distributor as a result of such a failure or alleged failure thatfailure: (a) The the Company shall promptly notify the Trust Fund and the Distributor of such assertion or potential claim.claim and promptly provide a copy of all correspondence and other materials received by the Company in connection therewith; (b) The the Company shall consult with with, and work cooperatively with, the Trust Fund and the Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The the Company shall use its best commercially reasonable efforts to minimize any liability of the Trust Fund and the Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust Fund and the Distributor (together with any supporting information or analysis) within at least two (2) business days Business Days prior to submission.; (e) The the Company shall provide the Trust Fund and the Distributor with such cooperation as the Trust Fund and the Distributor shall reasonably request (including, without limitation, by permitting the Trust Fund and the Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust Fund and the Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; and (f) the Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund and the Distributor (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund and the Distributor, which shall not be unreasonably withheld; provided that the Company shall not be required to appeal any adverse judicial decision unless the Fund shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund and the Distributor shall bear the costs and expenses, including reasonable attorney’s fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1 6.1. The Trust Fund and the Distributor represent each represents and warrant that: a) The Trust warrants that the Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) . Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817Section 1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, the Fund and Distributor will take all reasonable steps to: (a) notify the Company of such breach, and (b) adequately diversify the Fund so as to achieve compliance within the 30-day grace period afforded by Regulation 1.817-5. c) Shares 6.2. The Fund and the Distributor each represents and warrants that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) , and that no person has or will purchase shares in any Portfolio for any purpose or under any circumstances that would preclude the Company from "looking through" to the investments of each Designated Portfolio in which it invests, pursuant to the "look through" rules found in Treasury Regulation 1.817-5. No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund and the Distributor each represents and warrants that the Fund and each Designated Portfolio is currently qualified intends to qualify as a Regulated Investment Company "regulated investment company" under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 6.4. The Fund and Distributor each will notify the Company immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.5. The Company agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of the Company or, to the Company’s 's knowledge, of or any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust or Fund and Distributor as a result of such a failure or alleged failure thatfailure: (a) The the Company shall promptly notify the Trust Fund and the Distributor of such assertion or potential claim.claim and promptly provide a copy of all correspondence and other materials received by the Company in connection therewith; (b) The the Company shall consult with with, and work cooperatively with, the Trust Fund and the Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The the Company shall use its best commercially reasonable efforts to minimize any liability of the Trust Fund and the Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust Fund and the Distributor (together with any supporting information or analysis) within at least two (2) business days Business Days prior to submission.; (e) The the Company shall provide the Trust Fund and the Distributor with such cooperation as the Trust Fund and the Distributor shall reasonably request (including, without limitation, by permitting the Trust Fund and the Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust Fund and the Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; and (f) the Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund and the Distributor (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund and the Distributor, which shall not be unreasonably withheld; provided that the Company shall not be required to appeal any adverse judicial decision unless the Fund shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund and the Distributor shall bear the costs and expenses, including reasonable attorney's fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1 6.1. The Trust and Fund will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts or life insurance contracts, whichever is appropriate, under the Code, Code and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and Fund will, with respect to each Designated Portfolio thereof will at all times Portfolio, comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or RegulationsRegulation. In the event of a breach of this Section 6.1 by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation §1.817-5. If the Fund does not so cure the noncompliance with Section 817(h) of the Code, the Fund will reasonably cooperate in good faith with the Company’s efforts to obtain a ruling and/or closing agreement, as provided in Revenue Procedure 92-25 issued by the Internal Revenue Service (or any applicable ruling or procedure subsequently issued by the Internal Revenue Sendee), that such Designated Portfolio satisfies the requirements of Section 817(h) for the period or periods of noncompliance. The Company shall reasonably cooperate with the Fund’s efforts undertaken pursuant to this Section 6.1. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) 6.2. The Trust and Fund represents that each Designated Portfolio is currently or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every reasonable effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any a Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that it might not so comply qualify in the future. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M, the Fund will take all reasonable steps necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M, including reasonably cooperating in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M, the Fund will reasonably cooperate in good faith with the Company’s efforts to obtain a ruling and/or closing agreement that such Designated Portfolio satisfies the requirements of Subchapter M for the period or periods of noncompliance. The Company shall reasonably cooperate with the Fund’s efforts undertaken pursuant to this Section 6.2. 6.3. Subject to the Fund’s compliance with Section 6.1 of this Agreement, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. 6.2 The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust or Distributor as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claim. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Each Trust and the Distributor represent and warrant that: a) The Each Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the each Trust and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§)1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts and any amendments or other modifications or successor provisions to such Section or Regulations. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the each Trust will be sold to the general public. e) The Each Trust and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They will notify the Company immediately upon having a reasonable basis for believing that the each Trust or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner Customer that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the each Trust or Distributor as a result of such a failure or alleged failure that: a) The Company shall promptly notify the each Trust and the Distributor of such assertion or potential claim. b) The Company shall consult with the each Trust and the Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the each Trust and the Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner Customer or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the each Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission.. Voya Participation Agreement- 10/28/2014 e) The Company shall provide the each Trust and the Distributor with such cooperation as the each Trust and the Distributor shall reasonably request (including, without limitation, by permitting the each Trust and the Distributor to review the relevant books and records of the Company) in order to facilitate review by the each Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Trust 6.1. Subject to Company's representations and warranties in Sections 2.1, 2.3 and 6.3, the Distributor represent Fund represents and warrant that: a) The Trust warrants that it will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts or life insurance contracts, whichever is appropriate, under the Code, Code and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof has complied and will at all times make every effort to continue to comply with Section 817(h) of the Code and Treasury Regulation (S)1.817ss.1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation ss.1.817-5. Upon the written request of the Company, the Fund shall provide Company a certification of its compliance with Section 817(h) of the Code and Treasury Regulation 1.817-5 within twenty (20) days of the end of each calendar quarter. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies 6.2. The Fund represents and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Trust and warrants that each Designated Portfolio is currently or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any a Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that it might not so comply qualify in the future. 6.2 6.3. The Company represents and warrants that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity contracts under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that if the Internal Revenue Service (“IRS”) asserts any prospectus offering a contract that is a "modified endowment contract" as that term is defined in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. In addition, the Company otherwise becomes aware represents and warrants that each of any facts its Accounts is a "segregated asset account" and that could give rise to any claim against interests in the Trust Accounts are offered exclusively through the purchase of or Distributor as transfer into a result "variable contract" within the meaning of such a failure or alleged failure that: a) terms under Section 817 of the Code and the regulations thereunder. The Company shall promptly will use every effort to continue to meet such definitional requirements, and it will notify the Trust Fund and Distributor of such assertion or potential claim. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as Adviser immediately upon having a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS reasonable basis for believing that such failure was inadvertent. d) Any written materials requirements have ceased to be submitted by met or that they might not be met in the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submissionfuture. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Trust and Fund will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code, ") and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof of the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817Section 1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio's investment objectives, policies and restrictions as set forth in the Fund Prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) 6.2 The Trust and Fund represents that each Designated Portfolio is currently or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the Trust or future. In the event of any noncompliance regarding the status of any Designated Portfolio has ceased as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to comply enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the aforesaid Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio's status as a RIC under Subchapter M and/or the noncompliance under Section 817(h) diversification or Subchapter M qualification requirements or might not so comply ), the Fund will cooperate in good faith with the future. 6.2 The Company agrees that if Company's efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued by the Internal Revenue Service (“IRS”) asserts in writing in connection with or any governmental audit applicable ruling or review of procedure subsequently issued by the Company orInternal Revenue Service), to that the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with satisfies the diversification requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 The Company represents that for purposes other than diversification under Section 817(h) of the Code, the Contracts are currently, and at the time of issuance shall be, treated as life insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Code (or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Trust and the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as life or annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable life or annuity contracts and any amendments or other modifications or successor provisions to such Section or Regulations. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Trust and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 The Company agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of the Company or, to the Company’s 's knowledge, of any Contract owner Contractowner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust or Distributor as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and the Distributor of such assertion or potential claim. b) The Company shall consult with the Trust and the Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and the Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner Contractowner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and the Distributor with such cooperation as the Trust and the Distributor shall reasonably request (including, without limitation, by permitting the Trust and the Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure. 7.1 The Board will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Trust. An irreconcilable material conflict may arise for a variety of reasons, including: a) Any 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 contractowners or by contract owners of different Participating Insurance Companies. 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. 7.2 The Company will report any potential or existing conflicts of which it becomes actually aware to the Board. The Company 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 the Company to inform the Board whenever contract owner voting instructions are to be disregarded. Such responsibilities shall be carried out by the Company with a view only to the interests of its Contractowners. 7.3 If it is determined by a majority of the Board, or a majority of its trustees who are not interested persons of the Trust or Distributor to any of the Designated Portfolios (the "Independent Trustees"), that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the Independent Trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: a) Withdrawing the assets allocable to some or all of the separate accounts from the Trust or any Designated Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another portfolio of the Trust.

Diversification and Qualification. 6.1 The Trust 5.1 Both the Fund and the Distributor Adviser each represent and warrant that: a) The Trust that the Fund will at all times sell its the shares of each Series and invest its the assets of each Series in such a manner as to ensure that the Contracts Variable Insurance Products will be treated as life insurance or annuity contracts contracts, as the case may be, under the Code, Code and the regulations issued thereunder. b) . Without limiting the scope of the foregoing, each of the Trust Fund and the Adviser represent and warrant that the Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817ss.1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. c) Shares 5.2 The Fund represents that it will not be subject to federal income taxation under current laws and regulations, consistent with the provisions of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Trust and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 5.3 The Fund or the Adviser will notify the Company Insurer immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 The 5.4 Each of the Fund and the Adviser acknowledges that full compliance with the requirements referred to in Sections 5.1 and 5.2 hereof is absolutely essential because any failure to meet those requirements would result in the Variable Insurance Products not being treated as life insurance or annuity contracts, as the case may be, for federal income tax purposes, which would have adverse tax consequences for contract owners and could also adversely affect the Company's corporate tax liability. Each of the Fund and the Adviser also acknowledges that it is solely within its power and control to meet those requirements. Accordingly, without in any way limiting the effect of Section 8.2 hereof and without in any way limiting or restricting any other remedies available to the Company, the Adviser will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Portfolio to comply with Sections 5.1 or 5.2 hereof, including all costs associated with correcting or responding to any such failure; such costs may include, but are not limited to, the costs involved in creating and organizing a new investment company as a funding medium for the Variable Insurance Products and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio; such costs to include, but are not limited to, fees and expenses of legal counsel and other advisers to the Company agrees that if and any federal income taxes or tax penalties incurred by the Internal Revenue Service (“IRS”) asserts in writing Company or its contract owners in connection with any governmental audit such failure or review anticipated or reasonably foreseeable failure. 5.5 Within forty-five (45) days of the close of each calendar quarter, the Fund shall provide the Company or, to the Company’s knowledge, or its designee with a certification of any Contract owner that any Designated Portfolio has failed to comply compliance with the diversification requirements of aforesaid Section 817(h) of diversification and Code qualification requirements, in substantially the Code form attached hereto as Schedule D, provided, however, that providing such certification does not relieve the Fund or the Company otherwise becomes aware Adviser of its responsibility for such compliance or of liability for any facts that could give rise to any claim against the Trust or Distributor as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimnon-compliance. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Trust Trust, the Adviser and the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as life insurance or annuity contracts contracts, as the case may be, under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817Section 1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable life insurance or annuity contracts contracts, as the case may be, and any amendments or other modifications or successor provisions to such Section or Regulations. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Trust and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They will notify the Company immediately upon having a reasonable basis for believing that the a Trust or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. In the event of any such non-compliance, the Adviser will take all reasonable steps to adequately diversify the Portfolio so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. Upon written request from the Company, within 15 business days after the request is received by the Adviser, the Adviser shall provide to the Company evidence of its compliance with the aforementioned diversification requirements, in a format agreeable to each party. 6.2 The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner Contractowner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust Trust, Adviser or Distributor as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and the Distributor of such assertion or potential claim. b) The Company shall consult with the Trust Trust, the Adviser and the Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company Company, the Trust and the Adviser shall use its their commercially reasonable best efforts to minimize any liability of the Trust and the Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Regulation Section 1.817-5(a)(2), to the commissioner Commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner Contractowner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Regulations Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and the Distributor with such cooperation as the Trust and the Distributor shall reasonably request (including, without limitation, by permitting the Trust and the Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure. f) A Trust and its affiliates shall have no rights or benefits under the foregoing clauses (a) through (e) and the Company shall have no obligations under those clauses if either the Trust fails to materially comply with its obligations under any of the foregoing clauses or if the Trust is grossly negligent in its failure to satisfy its obligations under Section 6.1 of this Agreement.

Diversification and Qualification. 6.1 6.1. The Trust Fund and the Distributor Adviser represent and warrant that: a) The Trust that the Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) . Without limiting the scope of the foregoing, the Trust Fund and Adviser represent and warrant that the Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.8171.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. c) Shares . The Fund and the Adviser agree that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plansaccounts. d) 6.2. No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 6.4. The Fund or the Adviser will notify the Company FirstGWL&A immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.5. Without in any way limiting the effect of Sections 8.3 and 8.4 hereof and with- out in any way limiting or restricting any other remedies available to FirstGWL&A or Schwab, the Adviser will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to FirstGWL&A and any federal income taxes or tax penalties and interest thereon (or "toll charges" or exactments or amounts paid in settlement) incurred by FirstGWL&A with respect to itself or owners of its Contracts in connection with any such failure or anticipated or reasonably foreseeable failure. 6.6. The Company Fund at the Fund's expense shall provide FirstGWL&A or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule D and incorporated herein by reference; provided, however, that providing such reports does not relieve the Fund of its responsibility for such compliance or of its liability for any non-compliance. 6.7. FirstGWL&A agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of the Company FirstGWL&A or, to the Company’s FirstGWL&A's knowledge, of or any Contract owner Contractowner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company FirstGWL&A otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund or Distributor the Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company FirstGWL&A shall promptly notify the Trust Fund and Distributor the Adviser of such assertion or potential claim.; (b) The Company FirstGWL&A shall consult with the Trust Fund and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company FirstGWL&A shall use its best efforts to minimize any liability of the Trust Fund and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any any written materials to be submitted by the Company FirstGWL&A to the IRS, any Contract owner Contractowner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company FirstGWL&A to the Trust Fund and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company FirstGWL&A shall provide the Trust Fund and Distributor the Adviser with such cooperation as the Trust Fund and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund and Distributor the Adviser to review the relevant books and records of the CompanyFirstGWL&A) in order to facilitate review by the Trust Fund and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) FirstGWL&A shall not with respect to any claim of the IRS or any Contractowner that would give rise to a claim against the Fund and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund and the Adviser, which shall not be unreasonably withheld; provided that, FirstGWL&A shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund and the Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by FirstGWL&A in complying with this clause (f).

Diversification and Qualification. 6.1 The Trust and Fund will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code, ") and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof has complied and will at all times continue to comply with Section 817(h) of the Code and Treasury Regulation (S)1.817Subsection 1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach as promptly as possible and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) 6.2 The Trust and Fund represents that each Designated Portfolio is currently or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio it has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that it might not so comply qualify in the future. 6.2 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that if the Internal Revenue Service (“IRS”) asserts any prospectus offering a contract that is a "modified endowment contract" as that term is defined in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) 7702A of the Code (or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 6.1. The Trust Fund, Distributor and the Distributor Adviser represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. Upon request, the Fund, Distributor or Adviser shall provide to the Company a quarterly written diversification report, which shall show the results of the quarterly Section 817(h) diversification test and include a certification as to whether each Portfolio complies with the Section 817(h) diversification requirement. c) Shares 6.2. The Fund, the Distributor and the Adviser agree that shares of the Designated Portfolio(s) Portfolios will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) . No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund, the Distributor and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 6.4. The Fund, Distributor or Adviser will notify the Company immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.5. The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company (or, to the Company’s knowledge, of any Contract owner owner) that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund, Distributor or Distributor Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim.; Exhibit (e)(1) (b) The Company shall consult with the Trust Fund, the Distributor and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company shall use its best efforts to minimize any liability of the Trust Fund, the Distributor and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust Fund, the Distributor and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company shall provide the Trust Fund, the Distributor and Distributor the Adviser with such cooperation as the Trust Fund, the Distributor and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributor and Distributor the Adviser to review the relevant books and records of the Company) in order to facilitate review by the Trust Fund, the Distributor and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) The Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney’s fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1 The Trust Each Registrant and the Distributor represent and warrant that: a) The Trust Each Registrant will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts or life insurance contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust each Registrant and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§) 1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts and variable life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust a Registrant will be sold to the general public. e) The Trust Each Registrant and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They will notify the Company immediately upon having a reasonable basis for believing that the Trust a Registrant or any a Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 The Company agrees that agrees, if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner Customer, that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against a Registrant or the Trust or Distributor as a result of such a failure or alleged failure that: a) The Company shall promptly notify each Registrant and the Trust and Distributor of such assertion or potential claim. b) The Company shall consult with each Registrant and the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of each Registrant and the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner Customer or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to each Registrant and the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days Business Days prior to submission. e) The Company shall provide each Registrant and the Trust and Distributor with such cooperation as each Registrant and the Trust and Distributor shall reasonably request (including, without limitation, by permitting each Registrant and the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by each Registrant and the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 6.1. The Trust Fund and the Distributor Adviser represent and warrant that: a) The Trust that the Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) . Without limiting the scope of the foregoing, the Trust Fund and Adviser represent and warrant that the Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.8171.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. c) Shares . The Fund and the Adviser agree that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to certain Qualified Plans. d) 6.2. No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 6.4. The Fund or the Adviser will notify the Company FirstGWL&A immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.5. Without in any way limiting the effect of Sections 8.3 and 8.4 hereof and with- out in any way limiting or restricting any other remedies available to FirstGWL&A or Schwab, the Adviser will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to FirstGWL&A and any federal income taxes or tax penalties and interest thereon (or "toll charges" or exactments or amounts paid in settlement) incurred by FirstGWL&A with respect to itself or owners of its Contracts in connection with any such failure or anticipated or reasonably foreseeable failure. 6.6. The Company Fund at the Fund's expense shall provide FirstGWL&A or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule D and incorporated herein by reference; provided, however, that providing such reports does not relieve the Fund of its responsibility for such compliance or of its liability for any non-compliance. 6.7. FirstGWL&A agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of the Company FirstGWL&A or, to the Company’s FirstGWL&A's knowledge, of or any Contract owner Contractowner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company FirstGWL&A otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund or Distributor the Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company FirstGWL&A shall promptly notify the Trust Fund and Distributor the Adviser of such assertion or potential claim.; (b) The Company FirstGWL&A shall consult with the Trust Fund and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company FirstGWL&A shall use its best efforts to minimize any liability of the Trust Fund and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any any written materials to be submitted by the Company FirstGWL&A to the IRS, any Contract owner Contractowner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company FirstGWL&A to the Trust Fund and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company FirstGWL&A shall provide the Trust Fund and Distributor the Adviser with such cooperation as the Trust Fund and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund and Distributor the Adviser to review the relevant books and records of the CompanyFirstGWL&A) in order to facilitate review by the Trust Fund and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) FirstGWL&A shall not with respect to any claim of the IRS or any Contractowner that would give rise to a claim against the Fund and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund and the Adviser, which shall not be unreasonably withheld; provided that, FirstGWL&A shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund and the Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by FirstGWL&A in complying with this clause (f).

Diversification and Qualification. 6.1 6.1. The Trust Fund, Distributor and the Distributor Adviser represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817Section 1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund Distributor or Adviser shall provide to the Company a quarterly written diversification report, which shall show the results of the quarterly Section 817(h) diversification test and include a certification as to whether each Portfolio complies with the Section 817(h) diversification requirement. c) Shares 6.2. The Fund, the Distributor and the Adviser agree that shares of the Designated Portfolio(s) Portfolios will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) . No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund, the Distributor and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 6.4. The Fund, Distributor or Adviser will notify the Company immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.5. Without in any way limiting the effect of Sections 8.2, 8.3 and 8.4 hereof and without in any way limiting or restricting any other remedies available to the Company, the Adviser or Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(c) of the 1940 Act). 6.6. The Company agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of the Company (or, to the Company’s 's knowledge, of any Contract owner owner) that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund, Distributor or Distributor Adviser as a result of such a failure or of alleged failure that: a) The failure, the Company shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 6.1. The Trust Fund, the Distributor and the Distributor represent Adviser each represents and warrant that: a) The Trust warrants that the Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) . Without limiting the scope of the foregoing, the Trust Fund, Distributor and Adviser each represents and warrants that the Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817ss.1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, the Fund, Distributor, and Adviser will take all steps necessary to: (a) notify GWL&A of such breach, and (b) adequately diversify the Fund so as to achieve compliance within the 30-day grace period afforded by Regulation 1.817-5. c) Shares 6.2. The Fund, the Distributor and the Adviser each represents and warrants that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) , and that no person has or will purchase shares in any Portfolio for any purpose or under any circumstances that would preclude GWL&A from "looking through" to the investments of each Designated Portfolio in which it invests, pursuant to the "look through" rules found in Treasury Regulation 1.817-5. No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund, the Distributor and the Adviser each represents and warrants that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company "regulated investment company" under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 6.4. The Fund, Distributor and Adviser each will notify the Company GWL&A and Schwab immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.5. Without in any way limiting the effect of Sections 8.3, 8.4 and 8.5 hereof and without in any way limiting or restricting any other remedies available to GWL&A or Schwab, the Distributor and/or Adviser will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, reasonable fees and expenses of legal counsel and other advisors to GWL&A and any federal income taxes or tax penalties and interest thereon (or "toll charges" or exactments or amounts paid in settlement) incurred by GWL&A with respect to itself or its Contract owners in connection with any such failure or anticipated or reasonably foreseeable failure. 6.6. The Company Fund shall provide GWL&A or its designee with periodic reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule D hereto; provided, however, that providing such reports does not relieve the Fund of its responsibility for such compliance or of its liability for any non-compliance. 6.7. GWL&A agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of the Company GWL&A or, to the Company’s GWL&A's knowledge, of or any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company GWL&A otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund, Distributor or Distributor Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company GWL&A shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim.; (b) The Company GWL&A shall consult with the Trust Fund, the Distributor and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company GWL&A shall use its best efforts to minimize any liability of the Trust Fund, the Distributor and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any any written materials to be submitted by the Company GWL&A to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company GWL&A to the Trust Fund, the Distributor and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company GWL&A shall provide the Trust Fund, the Distributor and Distributor the Adviser with such cooperation as the Trust Fund, the Distributor and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributor and Distributor the Adviser to review the relevant books and records of the CompanyGWL&A) in order to facilitate review by the Trust Fund, the Distributor and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) GWL&A shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, GWL&A shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by GWL&A in complying with this clause (f).

Diversification and Qualification. 6.1 The Trust Fund represents and warrants that for each quarter each Designated Portfolio does and will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity variable contracts under the Internal Revenue Code of 1986, as amended (the "Code, ") and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust Fund represents and warrants that each Designated Portfolio thereof of the Fund will at all times comply with the diversification requirements of Section 817(h) of the Code and Treasury Regulation any regulations thereunder applicable to variable contracts as defined in Section 817 (S)1.817-5d) of the Code , as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts and any amendments or other modifications or successor provisions to such Section Sections or Regulations. c) Shares Regulations (and any revenue rulings, revenue procedures, notices, and other published announcements of the Designated Portfolio(s) will be sold only Internal Revenue Service interpreting those Sections or regulations), as if those requirements applied directly to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) each such Portfolio. The Trust and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They Fund will notify the Company immediately upon having a reasonable basis for believing that the Trust Fund or a Designated Portfolio thereunder has ceased to comply with the diversification requirements or that the Fund or Designated Portfolio might not comply with the diversification requirements in the future. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps to adequately diversify the Designated Portfolios so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Fund agrees to provide the Company with a certificate or statement indicating compliance by each Designated Portfolio of the Fund with Section 817(h) of the Code, such certificate or statement to be sent to the Company no later than thirty (30) days following the end of each calendar quarter. 6.2 The Fund will notify the Company immediately upon having a reasonable basis for believing that any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that any might not so comply qualify in the future. 6.2 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future; provided, however, that the Company makes no representation or undertaking regarding any Contract to the extent such representation or undertaking is dependent on compliance by any investment vehicle in which the Company or an Account may invest with the requirements of Subchapter M or Section 8l7(h) of the Code, the regulations thereunder, or any successor provision. The Company agrees that if the Internal Revenue Service (“IRS”) asserts any prospectus offering a contract that is a "modified endowment contract" as that term is defined in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) 7702A of the Code (or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 6.1. The Trust Fund, the Distributor and the Distributor Adviser represent and warrant that: a) The Trust that the Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity life insurance contracts under the Code, and the regulations issued thereunder. b) . Without limiting the scope of the foregoing, the Trust Fund, Distributor and Adviser represent and warrant that the Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817ss.1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. c) Shares . The Fund, the Distributor and the Adviser agree that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) 6.2. No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund, the Distributor and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 6.4. The Fund, Distributor or Adviser will notify the Company GWL&A immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.5. Without in any way limiting the effect of Sections 8.2, 8.3 and 8.4 hereof and without in any way limiting or restricting any other remedies available to GWL&A, the Adviser or Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to GWL&A and any federal income taxes or tax penalties and interest thereon (or "toll charges" or exactments or amounts paid in settlement) incurred by GWL&A with respect to itself or owners of its Contracts in connection with any such failure or anticipated or reasonably foreseeable failure. 6.6. The Company Fund at the Fund's expense shall provide GWL&A or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule B and incorporated herein by reference; provided, however, that providing such reports does not relieve the Fund of its responsibility for such compliance or of its liability for any non-compliance. 6.7. GWL&A agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of the Company GWL&A or, to the Company’s GWL&A's knowledge, of or any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company GWL&A otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund, Distributor or Distributor Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company GWL&A shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim.; (b) The Company GWL&A shall consult with the Trust Fund, the Distributor and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company GWL&A shall use its best efforts to minimize any liability of the Trust Fund, the Distributor and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any any written materials to be submitted by the Company GWL&A to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company GWL&A to the Trust Fund, the Distributor and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company GWL&A shall provide the Trust Fund, the Distributor and Distributor the Adviser with such cooperation as the Trust Fund, the Distributor and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributor and Distributor the Adviser to review the relevant books and records of the CompanyGWL&A) in order to facilitate review by the Trust Fund, the Distributor and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) GWL&A shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, GWL&A shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of private counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by GWL&A in complying with this clause (f).

Diversification and Qualification. 6.1 The Each Trust and the Distributor represent and warrant that: a) The Each Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as life insurance or annuity contracts contracts, as the case may be, under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the each Trust and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§)1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts contracts, as the case may be, and any amendments or other modifications or successor provisions to such Section or Regulations. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the each Trust will be sold to the general public. e) The Each Trust and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They will notify the Company immediately upon having a reasonable basis for believing that the each Trust or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. In the event of any such non-compliance, the Adviser will take all reasonable steps to adequately diversify the Portfolio so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. Upon written request from the Company, within 15 business days after the request is received by the Adviser, the Adviser shall provide to the Company evidence of its compliance with the aforementioned diversification requirements, in a format agreeable to each party. 6.2 The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner Customer that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the each Trust or Distributor as a result of such a failure or alleged failure that: a) The Company shall promptly notify the each Trust and the Distributor of such assertion or potential claim. b) The Company shall consult with the each Trust and the Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the each Trust and the Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner Customer or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the each Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the each Trust and the Distributor with such cooperation as the each Trust and the Distributor shall reasonably request (including, without limitation, by permitting the each Trust and the Distributor to review the relevant books and records of the Company) in order to facilitate review by the each Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure. f) A Trust and its affiliates shall have no rights or benefits under the foregoing clauses (a) through (e) and the Company shall have no obligations under those clauses if either the Trust fails to materially comply with its obligations under any of the foregoing clauses or if the Trust is grossly negligent in its failure to satisfy its obligations under Section 6.1 of this Agreement.

Diversification and Qualification. 6.1 6.1. The Trust Fund, Distributor and the Distributor Adviser represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund, the Distributor or the Adviser shall, upon request, provide to the Company a quarterly written diversification report, which shall show the results of the quarterly Section 817(h) diversification test and include a certification as to whether each Portfolio complies with the Section 817(h) diversification requirement. c) Shares 6.2. The Fund, the Distributor and the Adviser agree that shares of the Designated Portfolio(s) Portfolios will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) . No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund, the Distributor and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 6.4. The Fund, the Distributor or the Adviser will notify the Company immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.5. Without in any way limiting the effect of Sections 8.2, 8.3 and 8.4 hereof and without in any way limiting or restricting any other remedies available to the Company, the Adviser or Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(c) of the 1940 Act). 6.6. The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company (or, to the Company’s knowledge, of any Contract owner owner) that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund, Distributor or Distributor Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim.; (b) The Company shall consult with the Trust Fund, the Distributor and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company shall use its best efforts to minimize any liability of the Trust Fund, the Distributor and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust Fund, the Distributor and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company shall provide the Trust Fund, the Distributor and Distributor the Adviser with such cooperation as the Trust Fund, the Distributor and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributor and Distributor the Adviser to review the relevant books and records of the Company) in order to facilitate review by the Trust Fund, the Distributor and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) The Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney’s fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1 The Trust and the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts and any amendments or other modifications or successor provisions to such Section or Regulations. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Trust and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They will notify the Company MMLIC immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 The Company MMLIC agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of the Company MMLIC or, to the Company’s MMLIC's knowledge, of any Contract owner Contractowner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company MMLIC otherwise becomes aware of any facts that could give rise to any claim against the Trust or Distributor as a result of such a failure or alleged failure that: a) The Company MMLIC shall promptly notify the Trust and Distributor of such assertion or potential claim. b) The Company MMLIC shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company MMLIC shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company MMLIC to the IRS, any Contract owner Contractowner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company MMLIC to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company MMLIC shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the CompanyMMLIC) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 6.1. The Trust Fund, the Distributor and the Distributor represent Adviser each represents and warrant that: a) The Trust warrants that the Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) . Without limiting the scope of the foregoing, the Trust Fund, Distributor and Adviser each represents and warrants that the Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817ss.1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, the Fund, Distributor, and Adviser will take all steps necessary to: (a) notify GWL&A of such breach, and (b) adequately diversify the Fund so as to achieve compliance within the 30-day grace period afforded by Regulation 1.817-5. c) Shares 6.2. The Fund, the Distributor and the Adviser each represents and warrants that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) , and that no person has or will purchase shares in any Portfolio for any purpose or under any circumstances that would preclude GWL&A from "looking through" to the investments of each Designated Portfolio in which it invests, pursuant to the "look through" rules found in Treasury Regulation 1.817-5. No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund, the Distributor and the Adviser each represents and warrants that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company "regulated investment company" under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 6.4. The Fund, Distributor and Adviser each will notify the Company GWL&A and Schwab immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 The Company 6.5. Without in any way limiting the effect of Sections 8.3, 8.4 and 8.5 hereof and without in any way limiting or restricting any other remedies available to GWL&A or Schwab, the Distributor and/or Adviser will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, reasonable fees and expenses of legal counsel and other advisors to GWL&A and any federal income taxes or tax penalties and interest thereon (or "toll charges" or exactments or amounts paid in settlement) incurred by GWL&A with respect to itself or its Contract owners in connection with any such failure or anticipated or reasonably foreseeable failure. 6.6. Upon request, the Fund shall provide GWL&A or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule D hereto; provided, however, that providing such reports does not relieve the Fund of its responsibility for such compliance or of its liability for any non-compliance. 6.7. GWL&A agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of the Company GWL&A or, to the Company’s GWL&A's knowledge, of or any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company GWL&A otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund, Distributor or Distributor Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company GWL&A shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim.; (b) The Company GWL&A shall consult with the Trust Fund, the Distributor and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company GWL&A shall use its best efforts to minimize any liability of the Trust Fund, the Distributor and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any any written materials to be submitted by the Company GWL&A to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company GWL&A to the Trust Fund, the Distributor and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company GWL&A shall provide the Trust Fund, the Distributor and Distributor the Adviser with such cooperation as the Trust Fund, the Distributor and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributor and Distributor the Adviser to review the relevant books and records of the CompanyGWL&A) in order to facilitate review by the Trust Fund, the Distributor and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) GWL&A shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, GWL&A shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by GWL&A in complying with this clause (f).

Diversification and Qualification. 6.1 6.1. The Trust Fund, the Distributor and the Distributor Adviser represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. In the event that a Portfolio should fail to so qualify, it will take all reasonable steps to resume compliance with such diversification requirements within the grace period afforded by Treasury Regulation § 1.817-5. The Adviser, on behalf of each Portfolio, will certify on a quarterly basis its compliance with Section 817(h) of the Code and Treasury Regulation § 1.817-5 by posting on a designated Adviser-sponsored website a certification to this effect. c) Shares 6.2. The Fund, the Distributor and the Adviser represent and warrant that shares of the Designated Portfolio(s) Portfolios will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) . No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. In the event that a Portfolio should fail to comply with this Section 6.2, it will take all reasonable steps to resume compliance with the requirements of this Section within the grace period afforded by Treasury Regulation § 1.817-5(c). e) 6.3. The Trust and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of Fund, the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M Distributor or any successor or similar provisions) as long as this Agreement is in effect. f) They the Adviser will notify the Company immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section Code section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.4. The Company agrees Fund, on behalf of a Portfolio, the Distributor and the Adviser represent and warrant that if prior to allowing a purchase of shares of a Portfolio, the Internal Revenue Service (“IRS”) asserts in writing in connection with status of each purchaser, including any governmental audit insurance company separate account or review Qualified Plan, is verified and documented and that such documentation is verified no less often then quarterly. In the event that the Fund, on behalf of a Portfolio, the Company orDistributor, to and the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed Adviser should fail to comply with this Section 6.4, they will take all reasonable steps to resume compliance with the diversification requirements of this Section 817(h) of within the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust or Distributor as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claim. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to grace period afforded by Treasury Regulations, Section Regulation § 1.817-5(a)(25(c), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Trust and Fund will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended ("Code, ") and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and Fund represents that it will, with respect to each Designated Portfolio thereof will at all times Portfolio, comply with Section 817(h) of the Code and Treasury Regulation (S)1.817-5, as amended from time to timeSection1.817.5, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI, the Fund will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation Section1.817.5. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) 6.2 The Trust and Fund represents that each Designated Portfolio is currently qualified (and for new Designated Portfolios, intends to qualify) as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any a Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that a Designated Portfolio might not so comply qualify in the future. 6.2 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund, the Adviser and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust or Distributor as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claim. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.prospectus <Page>

Diversification and Qualification. 6.1 The Trust represents and warrants that the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its the assets of each Designated Fund in such a manner as to ensure that the Contracts will be treated as annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code, ”) and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust represents and warrants that each Designated Portfolio thereof Fund of the Trust will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.8171.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Trust, it will (a) take all reasonable steps to notify the Company of such breach and (b) immediately take all necessary steps to adequately diversify the Trust so as to achieve compliance within the grace period afforded by Regulation 1.817.5. c) Shares of the 6.2 The Trust represents that each Designated Portfolio(s) Fund is or will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Trust and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio it has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that it might not so comply qualify in the future. The Trust acknowledges that compliance with Subchapter M is an essential element of compliance with Section 817(h). 6.2 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be. treated as life insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Trust and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that if the Internal Revenue Service (any prospectus offering a contract that is a “IRS”) asserts modified endowment contract” as that term is defined in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) 7702A of the Code (or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 6.1. The Trust Fund and the Distributor represent each represents and warrant that: a) The Trust warrants that the Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) . Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817§1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, the Fund and Distributor will take all reasonable steps to: (a) notify the Company of such breach, and (b) adequately diversify the Fund so as to achieve compliance within the 30-day grace period afforded by Regulation 1.817-5. c) Shares 6.2. The Fund and the Distributor each represents and warrants that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) , and that no person has or will purchase shares in any Portfolio for any purpose or under any circumstances that would preclude the Company from “looking through” to the investments of each Designated Portfolio in which it invests, pursuant to the “look through” rules found in Treasury Regulation 1.817-5. No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund and the Distributor each represents and warrants that the Fund and each Designated Portfolio is currently qualified intends to qualify as a Regulated Investment Company “regulated investment company” under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 6.4. The Fund and Distributor each will notify the Company Companies immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 The 6.5. Each Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the such Company or, to the each Company’s knowledge, of or any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company Companies otherwise becomes become aware of any facts that could give rise to any claim against the Trust or Fund and Distributor as a result of such a failure or alleged failure thatfailure: (a) The each Company shall promptly notify the Trust Fund and the Distributor of such assertion or potential claim.claim and promptly provide a copy of all correspondence and other materials received by the Company in connection therewith; (b) The each Company shall consult with with, and work cooperatively with, the Trust Fund and the Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The each Company shall use its best commercially reasonable efforts to minimize any liability of the Trust Fund and the Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust Fund and the Distributor (together with any supporting information or analysis) within at least two (2) business days Business Days prior to submission.; (e) The each Company shall provide the Trust Fund and the Distributor with such cooperation as the Trust Fund and the Distributor shall reasonably request (including, without limitation, by permitting the Trust Fund and the Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust Fund and the Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; and (f) each Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund and the Distributor (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund and the Distributor, which shall not be unreasonably withheld; provided that the Companies shall not be required to appeal any adverse judicial decision unless the Fund shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund and the Distributor shall bear the costs and expenses, including reasonable attorney’s fees, incurred by each Company in complying with this clause (f).

Diversification and Qualification. 6.1 6.1. The Trust Fund, the Distributor and the Distributor represent Adviser each represents and warrant that: a) The Trust warrants that the Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope . Specifically for further clarification of the foregoing, the Trust Fund and Adviser each represents and warrants that the Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817ss.1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating iclating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or RegulationsRegulations or any other applicable Code requirements. In the event of a breach of this Article VI by the Fund, the Fund, Distributor, and Adviser will take all steps necessary to: (a) notify FGWL&A of such breach, and (b) adequately diversify the Fund so as to achieve compliance within the 30-day grace period afforded by Regulation 1.817-5. c) Shares 6.2. The Fund or the Distributor each represents and warrants that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and Companies, their separate accounts and to accounts, Qualified Plans. d) , and any other persons eligible to purchase Portfolio, provided the purchase of shares by such persons would not preclude FGWL&A from "looking through" to the investments of each Designated Portfolio in which it invests, pursuant to the "look through" rules found in Treasury Regulation 1.817-5. No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund and the Adviser each represents and warrants that each Designated Portfolio is currently qualified as a Regulated Investment Company "regulated investment company" under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect, all as required by the Code. f) They 6.4. The Fund and Adviser each will notify the Company FGWL&A and Schwab immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.5. Without in any way limiting the effect of Sections 8.3, 8.4 and 8.5 hereof, as applicable to the appropriate entity, and without in any way limiting or restricting any other remedies available to FGWL&A or Schwab, the Distributor and/or Adviser will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, as applicable to the appropriate entity, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of ihe 1940 Act); such costs are to include, but are not limited to, reasonable fees and expenses of legal counsel and other advisors to FGWL&A and any federal income taxes or tax penalties and interest thereon (or "toll charges" or exactments or amounts paid in settlement) incurred by FGWL&A with respect to itself or its Contract owners in connection with any such failure or anticipated or reasonably foreseeable failure. 6.6. The Company Fund shall provide FGWL&A or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule D hereto; provided, however, that providing such reports does not relieve the Fund of its responsibility for such compliance or of its liability for any non-compliance. 6.7. FGWL&A agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of the Company FGWL&A or, to the Company’s FGWL&A's knowledge, of or any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company FGWL&A otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund, Distributor or Distributor Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company FGWL&A shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim.; (b) The Company FGWL&A shall consult with the Trust Fund, the Distributor and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company FGWL&A shall use its best efforts to minimize any liability of the Trust Fund, the Distributor and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any any written materials to be submitted by the Company FGWL&A to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall shall, if possible, be provided by the Company FGWL&A to the Trust Fund, the Distributor and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company FGWL&A shall provide the Trust Fund, the Distributor and Distributor the Adviser with such cooperation as the Trust Fund, the Distributor and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributor and Distributor the Adviser to review the relevant books and records of the CompanyFGWL&A) in order to facilitate review by the Trust Fund, the Distributor and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) FGWL&A shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, FGWL&A shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by FGWL&A in complying with this clause (f).

Diversification and Qualification. 6.1 The 6.1. Subject to Company's representations and warranties in Section 2.1 and 6.3, the Trust represents and warrants that it will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts or life insurance contracts, whichever is appropriate, under the Code, Code and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust represents and warrants that each Designated Portfolio thereof has complied and will at all times continue to comply with Section 817(h) of the Code and Treasury Regulation (S)1.817ss.1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. c) Shares Regulation. In the event of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares a breach of any Designated Portfolio of this Section 6.1, the Trust will use every effort (a) to notify the Company immediately upon having a reasonable basis for believing that such requirements have ceased to be sold met or that they may not be met in the future, and (b) to adequately diversify the general publicDesignated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation ss.1.817-5. e) 6.2. The Trust represents and warrants that each Designated Portfolio is currently or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any a Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that it might not so comply qualify in the future. 6.2 6.3. The Company agrees represents and warrants that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit Contracts are currently, and at the time of issuance shall be, treated as life insurance or review annuity contracts, under applicable provisions of the Company or, Code (except to the Company’s knowledge, of any Contract owner extent that any such treatment depends upon a Designated Portfolio has failed to comply Portfolio's compliance with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts and Treasury Regulation ss.1.817-5), and that could give rise it will make every effort to any claim against the Trust or Distributor as a result of maintain such a failure or alleged failure that: a) The Company shall promptly treatment, and that it will notify the Trust and Distributor the Adviser immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. In addition, Company represents and warrants that each of its Accounts is a "segregated asset account" and that interests in the Accounts are offered exclusively through the purchase of or transfer into a "variable contract" within the meaning of such assertion or potential claim. b) The terms under Section 817 of the Code and the regulations thereunder. Company shall consult with will use every effort to continue to meet such definitional requirements, and it will notify the Trust and Distributor as to how to minimize any liability that may arise as the Adviser immediately upon having a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS reasonable basis for believing that such failure was inadvertent. d) Any written materials requirements have ceased to be submitted by met or that they might not be met in the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submissionfuture. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 1.1 The Trust and Fund will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended ("Code, ") and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and Fund will, with respect to each Designated Portfolio thereof will at all times Portfolio, comply with Section 817(h) of the Code and Treasury Regulation (S)1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI, the Fund will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation (S)1.817-5. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) 1.1 The Trust and Fund represents that each Designated Portfolio is currently qualified (and for new Designated Portfolios, intends to qualify) as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any a Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that a Designated Portfolio might not so comply qualify in the future. 6.2 1.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund, the Adviser and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that if the Internal Revenue Service (“IRS”) asserts any prospectus offering a contract that is a "modified endowment contract" as that term is defined in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) 7702A of the Code (or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Trust 7.1. Each Fund, the Distributor and the Distributor Adviser represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust each Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817Section 1.817-55 or any other regulations promulgated under Section 817(h), as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. Each Fund, the Distributor or the Adviser will notify the Company immediately upon having a reasonable basis for believing that a Fund or any Portfolio has ceased to comply with the Section 817(h) diversification or might not so comply in the future. To the extent that a Fund or Portfolio ceases to so qualify, the Fund and the Adviser will use their best efforts to take all steps necessary to adequately diversify the affected Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation Section 1.817-5. c) Shares of 7.2. Each Fund, the Designated Portfolio(s) will be sold only to Participating Insurance Companies Distributor and their separate accounts the Adviser represent and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Trust warrant that each Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They . Each Fund, the Distributor or the Adviser will notify the Company immediately upon having a reasonable basis for believing that the Trust a Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 7.3. Without in any way limiting the effect of Sections 9.2, 9.3 and 9.4 hereof and without in any way limiting or restricting any other remedies available to the Company, the Adviser or the Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of a Fund or any Portfolio to comply with Sections 7.1 or 7.2, hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(c) of the 1940 Act). In addition, the Distributor or the Adviser shall bear the costs of bringing Contracts into compliance with section 817(h) of the Code following a diversification failure, and the costs of adverse tax consequences to affected Contract holders if the Contracts cannot be brought into compliance. 7.4. The Company agrees that if the Internal Revenue Service (“IRS”) IRS asserts in writing in connection with any governmental audit or review of the Company (or, to the Company’s 's knowledge, of any Contract owner owner) that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against a Fund, the Trust Distributor or Distributor the Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim.; (b) The Company shall consult with the Trust Fund, the Distributor and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company shall use its best efforts to minimize any liability of the Trust Fund, the Distributor and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust Fund, the Distributor and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company shall provide the Trust Fund, the Distributor and Distributor the Adviser with such cooperation as the Trust Fund, the Distributor and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributor and Distributor the Adviser to review the relevant books and records of the Company) in order to facilitate review by the Trust Fund, the Distributor and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) The Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1 The Trust and the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as life insurance or annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Trust and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. In addition, the Trust will immediately take all steps necessary to adequately diversify the Trust or any Designated Portfolio to achieve compliance. g) The Trust and Distributor shall provide the Company with any written materials to be submitted to the IRS relating to any failure of the Trust or any Designated Portfolio to meet the Section 817(h) diversification requirements or Subchapter M qualification within two (2) business days prior to submission. 6.2 The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner Contractowner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust or Distributor as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claim. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner Contractowner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Trust 7.1. Each Fund, the Distributor and the Distributor Adviser represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817ss.1.817-55 or any other regulations promulgated under Section 817(h), as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. Each Fund, the Distributor or the Adviser will notify the Company immediately upon having a reasonable basis for believing that a Fund or any Portfolio has ceased to comply with the Section 817(h) diversification or might not so comply in the future. To the extent that a Fund or Portfolio ceases to so qualify, the Fund and the Adviser will use their best efforts to take all steps necessary to adequately diversify the affected Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation ss.1.817-5. c) Shares of 7.2. Each Fund, the Designated Portfolio(s) will be sold only to Participating Insurance Companies Distributor and their separate accounts the Adviser represent and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Trust warrant that each Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They . Each Fund, the Distributor or the Adviser will notify the Company immediately upon having a reasonable basis for believing that the Trust a Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 7.3. Without in any way limiting the effect of Sections 9.2 and 9.3 hereof and without in any way limiting or restricting any other remedies available to the Company, the Adviser or the Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of a Fund or any Portfolio to comply with Sections 7.1 or 7.2 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(c) of the 1940 Act). In addition, the Distributor or the Adviser shall bear the costs of bringing Contracts into compliance with section 817(h) of the Code following a diversification failure, and the costs of adverse tax consequences to affected Contract holders if the Contracts cannot be brought into compliance. 7.4. The Company agrees that if the Internal Revenue Service (“IRS”) IRS asserts in writing in connection with any governmental audit or review of the Company (or, to the Company’s its knowledge, of any Contract owner Owner) that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against a Fund, the Trust Distributor or Distributor the Adviser as a result of such a failure or alleged failure thatthat : (a) The Company shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim.; (b) The Company shall consult with the Trust Fund, the Distributor and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company shall use its their best efforts to minimize any liability of the Trust Fund, the Distributor and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any written materials to be submitted by the Company or the Underwriters to the IRS, any Contract owner Owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust Fund, the Distributor and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company shall provide the Trust Fund, the Distributor and Distributor the Adviser with such cooperation as the Trust Fund, the Distributor and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributor and Distributor the Adviser to review the relevant books and records of the Company) in order to facilitate review by the Trust Fund, the Distributor and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) The Company shall not with respect to any claim of the IRS or any Contract Owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1 The Trust 9.1. Each Fund, the Distributor and the Distributor Adviser represent and warrant that: a) The Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) Without limiting the scope of the foregoing, the Trust Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817ss.1.817-55 or any other regulations promulgated under Section 817(h), as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. Each Fund, the Distributor or the Adviser will notify the Company immediately upon having a reasonable basis for believing that a Fund or any Portfolio has ceased to comply with the Section 817(h) diversification or might not so comply in the future. To the extent that a Fund or Portfolio ceases to so qualify, the Fund and the Adviser will use their best efforts to take all steps necessary to adequately diversify the affected Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation Section 1.817-5. c) Shares of 9.2. Each Fund, the Designated Portfolio(s) will be sold only to Participating Insurance Companies Distributor and their separate accounts the Adviser represent and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Trust warrant that each Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They . Each Fund, the Distributor or the Adviser will notify the Company immediately upon having a reasonable basis for believing that the Trust a Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 9.3. Without in any way limiting the effect of Sections 11.2, 11.3 and 11.4 hereof and without in any way limiting or restricting any other remedies available to the Company, the Adviser or the Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of a Fund or any Portfolio to comply with Sections 9.1 or 9.2 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(c) of the 1940 Act). In addition, the Distributor or the Adviser shall bear the costs of bringing Contracts into compliance with section 817(h) of the Code following a diversification failure, and the costs of adverse tax consequences to affected Contract holders if the Contracts cannot be brought into compliance. 9.4. The Company agrees that that, if the Internal Revenue Service (“IRS”) IRS asserts in writing in connection with any governmental audit or review of the Company (or, to the Company’s its knowledge, of any Contract owner Owner) that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against a Fund, the Trust Distributor or Distributor the Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim.; (b) The Company shall consult with the Trust Fund, the Distributor and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company shall use its best efforts to minimize any liability of the Trust Fund, the Distributor and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any written materials to be submitted by the Company to the IRS, any Contract owner Owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust Fund, the Distributor and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company shall provide the Trust Fund, the Distributor and Distributor the Adviser with such cooperation as the Trust Fund, the Distributor and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributor and Distributor the Adviser to review the relevant books and records of the Company) in order to facilitate review by the Trust Fund, the Distributor and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) The Company shall not with respect to any claim of the IRS or any Contract Owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1 The Trust and Fund will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code, ”) and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof of the Fund has complied and will at all times continue to comply with Section 817(h) of the Code and Treasury Regulation (S)1.817'1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach as promptly as possible and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) 6.2 The Trust and Fund represents that each Designated Portfolio is currently or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio it has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that it might not so comply qualify in the future. 6.2 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that if the Internal Revenue Service (“IRS”) asserts any prospectus offering a contract that is a "modified endowment contract" as that term is defined in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) 7702A of the Code (or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 The Trust Fund and the Distributor Adviser represent and warrant that: a) The Trust that the Fund will at all times sell its shares and invest its assets in such a manner as to ensure that enable the Contracts will to be treated as annuity variable contracts under the Code, and the regulations issued thereunder. b) . Without limiting the scope of the foregoing, the Trust Fund and Underwriter represent and warrant that the Fund and each Designated Portfolio thereof will at all times use their best efforts to comply with Section 817(h) of the Code and Treasury Regulation (S)1.8171.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section section or Regulationsregulation. In the event that any Portfolio is not so diversified, the Fund will notify the Companies and will use reasonable efforts to adequately diversify the Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) 6.2 No shares of any Designated Portfolio series or portfolio of the Trust Fund will be sold to the general public. e) 6.3 The Trust Fund and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently are or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio best efforts will be used to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effectshares of any Portfolio are held by the Separate Account. f) They 6.4 The Fund or the Adviser will notify the Company Companies immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.5 Without in any way limiting or restricting any other remedies available to the Companies, the Adviser will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Portfolio to comply with Sections 6.1 or 6.3 hereof, including all reasonable costs associated with correcting or responding to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act), such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to the Companies and any federal income taxes or tax penalties or amounts paid in settlement incurred by the Company in connection with any such failure or anticipated or reasonably foreseeable failure. 6.6 The Company agrees Companies agree that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of the Company Companies or, to either of the Company’s Companies' knowledge, of any Contract owner owner, that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company Companies otherwise becomes become aware of any facts that could give rise to any claim against the Trust Fund or Distributor its affiliates as a result of such a failure or alleged failure that: afailure: (i) The Company the Companies shall promptly notify the Trust and Distributor Fund of such assertion or potential claim. b; (ii) The Company the Companies shall consult with the Trust and Distributor Fund as to how to minimize any liability that may arise as a result of such failure or alleged failure. c, (iii) The Company the Companies shall use its best efforts to minimize any liability of the Trust and Distributor Fund or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Regulations Section 1.817-5(a)(21.8175(a), to the commissioner Commissioner of the IRS that such failure was inadvertent. d; (iv) Any the Companies, to the fullest extent practical, shall permit the Fund, its affiliates and their legal and accounting advisors to participate in any conferences, settlements, discussions or other administrative judicial proceedings or contests (including judicial appeals thereof) with the IRS, any Contract Owner or any other claimant regarding any claims that could give rise to liability to the Fund or its affiliates as a result of such a failure or alleged failure; and (v) any written materials to be submitted by the Company Companies to the IRS, any Contract owner Owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Regulations Section 1.817-5(a)(2), (a) shall be provided by the Company to the Trust and Distributor Fund (together with any supporting information or analysis) within at least two five (25) business days prior to submission. ethe day on which such proposed materials are to be submitted, and (b) The Company shall not be submitted by the Companies to any such person without the express written consent of a Fund officer and an Advisor officer which shall not be unreasonably withheld, (vi) the Companies shall provide the Trust Fund or its affiliates and Distributor their accounting and legal advisors with such cooperation as the Trust and Distributor Fund shall reasonably request (including, including without limitation, by permitting the Trust Fund and Distributor its accounting and legal advisors to review the relevant books and records of the CompanyCompanies) in order to facilitate review by the Trust and Distributor Fund or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against it its arising from such a failure of alleged failure; (vii) the Companies shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of the Fund or its affiliates, which shall not be unreasonably withheld, provided that no Company shall be required to appeal any adverse judicial decision unless the Fund or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and (viii) the Fund and its affiliates shall have no liability as a result of such failure or alleged failurefailure if either Company fails to comply with any of the foregoing clauses (i) through (vii), and such failure is determined by a panel of arbitrator(s) acting under the Commercial Arbitration Rules of the American Arbitration Association to have materially contributed to the liability. Should the Fund or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, each Company may, in it discretion authorize the Fund or its affiliates to act in the name of the Company in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event the Fund or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided further that in no event shall any liability to the Company exceed the amount which would have otherwise attached had the proposed settlement or compromise been accepted by the Fund.

Diversification and Qualification. 6.1 The Trust and Fund will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code, ”) and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof of the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817'1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) 6.2 The Trust and Fund represents that each Designated Portfolio is currently or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio it has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that it might not so comply qualify in the future. 6.2 6.3 The Company represents that the Contracts are designed to be treated as life insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that if the Internal Revenue Service (“IRS”) asserts any prospectus offering a contract that is a "modified endowment contract" as that term is defined in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) 7702A of the Code (or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 6.1. The Trust Fund, the Distributor and the Distributor represent Adviser each represents and warrant that: a) The Trust warrants that the Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) . Without limiting the scope of the foregoing, the Trust Fund, Distributor and Adviser each represents and warrants that the Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817ss.1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, the Fund, Distributor, and Adviser will take all steps necessary to: (a) notify FGWL&A of such breach, and (b) adequately diversify the Fund so as to achieve compliance within the 30-day grace period afforded by Regulation 1.817-5. c) Shares 6.2. The Fund, the Distributor and the Adviser each represents and warrants that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) , and that no person has or will purchase shares in any Portfolio for any purpose or under any circumstances that would preclude FGWL&A from "looking through" to the investments of each Designated Portfolio in which it invests, pursuant to the "look through" rules found in Treasury Regulation 1.817-5. No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund, the Distributor and the Adviser each represents and warrants that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company "regulated investment company" under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 6.4. The Fund, Distributor and Adviser each will notify the Company FGWL&A and Schwab immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 The Company 6.5. Without in any way limiting the effect of Sections 8.3, 8.4 and 8.5 hereof and without in any way limiting or restricting any other remedies available to FGWL&A or Schwab, the Distributor and/or Adviser will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, reasonable fees and expenses of legal counsel and other advisors to FGWL&A and any federal income taxes or tax penalties and interest thereon (or "toll charges" or exactments or amounts paid in settlement) incurred by FGWL&A with respect to itself or its Contract owners in connection with any such failure or anticipated or reasonably foreseeable failure. 6.6. Upon request, the Fund shall provide FGWL&A or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule D hereto; provided, however, that providing such reports does not relieve the Fund of its responsibility for such compliance or of its liability for any non-compliance. 6.7. FGWL&A agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of the Company FGWL&A or, to the Company’s FGWL&A's knowledge, of or any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company FGWL&A otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund, Distributor or Distributor Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company FGWL&A shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim.; (b) The Company FGWL&A shall consult with the Trust Fund, the Distributor and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company FGWL&A shall use its best efforts to minimize any liability of the Trust Fund, the Distributor and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any any written materials to be submitted by the Company FGWL&A to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company FGWL&A to the Trust Fund, the Distributor and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company FGWL&A shall provide the Trust Fund, the Distributor and Distributor the Adviser with such cooperation as the Trust Fund, the Distributor and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributor and Distributor the Adviser to review the relevant books and records of the CompanyFGWL&A) in order to facilitate review by the Trust Fund, the Distributor and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) FGWL&A shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, FGWL&A shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by FGWL&A in complying with this clause (f).

Diversification and Qualification. 6.1 6.1. The Trust Fund, the Distributor and the Distributor represent Adviser each represents and warrant that: a) The Trust warrants that the Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) . Without limiting the scope of the foregoing, the Trust Fund, Distributor and Adviser each represents and warrants that the Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.817ss.1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, the Fund, Distributor, and Adviser will take all steps necessary to: (a) notify FGWL&A of such breach, and (b) adequately diversify the Fund so as to achieve compliance within the 30-day grace period afforded by Regulation 1.817-5. c) Shares 6.2. The Fund, the Distributor ande Adviser each represents and warrants that shares of the Designated Portfolio(s) will be sold only only* to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) , and that no person has or will purchase shares in any Portfolio for any purpose or under any circumstances that would preclude FGWL&A from "looking through" to the investments of each Designated Portfolio in which it invests, pursuant to the "look through" rules found in Treasury Regulation 1.817-5. No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund, the Distributor and the Adviser each represents and warrants that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company "regulated investment company" under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 6.4. The Fund, Distributor and Adviser each will notify the Company FGWL&A and Schwab immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with wuh the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.5. Without in any way limiting the effect of Sections 8.3, 8.4 and 8.5 hereof and without in any way limiting or restricting any other remedies available to FGWL&A or Schwab, the Distributor and/or Adviser will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Designated Portfolio to comply with Sections 6 1, 6 2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, reasonable fees and expenses of legal counsel and other advisors to FGWL&A and any federal income taxes or tax penalties and interest thereon (or "toll charges" or exactments or amounts paid in settlement) incurred by FGWL&A with respect to itself or its Contract owners in connection with any such failure or anticipated or reasonably foreseeable failure. 6.6. The Company Fund shall provide FGWL&A or its designee with periodic reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule D hereto; provided, however, that providing such reports does not relieve the Fund of its responsibility for such compliance or of its liability for any non-compliance. 6.7. FGWL&A agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of the Company FGWL&A or, to the Company’s FGWL&A's knowledge, of or any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company FGWL&A otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund, Distributor or Distributor Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company FGWL&A shall promptly notify the Trust Fund, the Distributor and Distributor the Adviser of such assertion or potential claim.; (b) The Company FGWL&A shall consult with the Trust Fund, the Distributor and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company FGWL&A shall use its best efforts to minimize any liability of the Trust Fund, the Distributor and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any any written materials to be submitted by the Company FGWL&A to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company FGWL&A to the Trust Fund, the Distributor and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company FGWL&A shall provide the Trust Fund, the Distributor and Distributor the Adviser with such cooperation as the Trust Fund, the Distributor and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund, the Distributor and Distributor the Adviser to review the relevant books and records of the CompanyFGWL&A) in order to facilitate review by the Trust Fund, the Distributor and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) FGWL&A shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, FGWL&A shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by FGWL&A in complying with this clause (f).

Diversification and Qualification. 6.1 The Trust and Fund will invest the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code, ") and the regulations issued thereunder. b) thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust and each Designated Portfolio thereof of the Fund has complied and will at all times continue to comply with Section 817(h) of the Code and Treasury Regulation (S)1.817'1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity contracts annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach as promptly as possible and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. c) Shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) 6.2 The Trust and Fund represents that each Designated Portfolio is currently or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They and that it will notify the Company immediately upon having a reasonable basis for believing that the Trust or any Designated Portfolio it has ceased to comply with the aforesaid Section 817(h) diversification so qualify or Subchapter M qualification requirements or that it might not so comply qualify in the future. 6.2 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that if the Internal Revenue Service (“IRS”) asserts any prospectus offering a contract that is a "modified endowment contract" as that term is defined in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) 7702A of the Code (or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust successor or Distributor similar provision), shall identify such contract as a result of such a failure or alleged failure that: a) The Company shall promptly notify the Trust and Distributor of such assertion or potential claimmodified endowment contract. b) The Company shall consult with the Trust and Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure. c) The Company shall use its best efforts to minimize any liability of the Trust and Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent. d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) The Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of the Company) in order to facilitate review by the Trust and Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure.

Diversification and Qualification. 6.1 6.1. The Trust Fund and the Distributor Adviser represent and warrant that: a) The Trust that the Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) . Without limiting the scope of the foregoing, the Trust Fund and Adviser represent and warrant that the Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.8171.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. c) Shares . The Fund and the Adviser agree that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to certain Qualified Plans. d) 6.2. No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 6.4. The Fund or the Adviser will notify the Company FirstGWL&A immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.5. Without in any way limiting the effect of Sections 8.3 and 8.4 hereof and with- out in any way limiting or restricting any other remedies available to FirstGWL&A or Schwab, the Adviser will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to FirstGWL&A and any federal income taxes or tax penalties and interest thereon (or "toll charges" or exactments or amounts paid in settlement) incurred by FirstGWL&A with respect to itself or owners of its Contracts in connection with any such failure or anticipated or reasonably foreseeable failure. For purposes of this section 6.5 and Sections 8.3 and 8.4, a failure to comply with Section 817(h) diversification or Subchapter M qualification requirements shall not include any non- compliance with such sections that is corrected within any grace periods allowed under the Code. 6.6. The Company Fund at the Fund's expense shall provide FirstGWL&A or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule D and incorporated herein by reference; provided, however, that providing such reports does not relieve the Fund of its responsibility for such compliance or of its liability for any non-compliance. 6.7. FirstGWL&A agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of the Company FirstGWL&A or, to the Company’s FirstGWL&A's knowledge, of or any Contract owner Contractowner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company FirstGWL&A otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund or Distributor the Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company FirstGWL&A shall promptly notify the Trust Fund and Distributor the Adviser of such assertion or potential claim.; (b) The Company FirstGWL&A shall consult with the Trust Fund and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company FirstGWL&A shall use its best efforts to minimize any liability of the Trust Fund and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any any written materials to be submitted by the Company FirstGWL&A to the IRS, any Contract owner Contractowner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company FirstGWL&A to the Trust Fund and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company FirstGWL&A shall provide the Trust Fund and Distributor the Adviser with such cooperation as the Trust Fund and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund and Distributor the Adviser to review the relevant books and records of the CompanyFirstGWL&A) in order to facilitate review by the Trust Fund and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) FirstGWL&A shall not with respect to any claim of the IRS or any Contractowner that would give rise to a claim against the Fund and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund and the Adviser, which shall not be unreasonably withheld; provided that, FirstGWL&A shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund and the Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by FirstGWL&A in complying with this clause (f).

Diversification and Qualification. 6.1 6.1. The Trust Fund and the Distributor Adviser represent and warrant that: a) The Trust that the Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. b) . Without limiting the scope of the foregoing, the Trust Fund and Adviser represent and warrant that the Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation (S)1.8171.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. c) Shares . The Fund and the Adviser agree that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plansaccounts. d) 6.2. No shares of any Designated Portfolio of the Trust Fund will be sold to the general public. e) 6.3. The Trust Fund and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. f) They 6.4. The Fund or the Adviser will notify the Company FirstGWL&A immediately upon having a reasonable basis for believing that the Trust Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.2 6.5. Without in any way limiting the effect of Sections 8.3 and 8.4 hereof and with- out in any way limiting or restricting any other remedies available to FirstGWL&A or Schwab, the Adviser will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to FirstGWL&A and any federal income taxes or tax penalties and interest thereon (or "toll charges" or exactments or amounts paid in settlement) incurred by FirstGWL&A with respect to itself or owners of its Contracts in connection with any such failure. 6.6. The Company Fund at the Fund's expense shall provide FirstGWL&A or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule D and incorporated herein by reference; provided, however, that providing such reports does not relieve the Fund of its responsibility for such compliance or of its liability for any non-compliance. 6.7. FirstGWL&A agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of the Company FirstGWL&A or, to the Company’s FirstGWL&A's knowledge, of or any Contract owner Contractowner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company FirstGWL&A otherwise becomes aware of any facts that could give rise to any claim against the Trust Fund or Distributor the Adviser as a result of such a failure or alleged failure thatfailure: (a) The Company FirstGWL&A shall promptly notify the Trust Fund and Distributor the Adviser of such assertion or potential claim.; (b) The Company FirstGWL&A shall consult with the Trust Fund and Distributor the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure.; (c) The Company FirstGWL&A shall use its best efforts to minimize any liability of the Trust Fund and Distributor the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent.; (d) Any any written materials to be submitted by the Company FirstGWL&A to the IRS, any Contract owner Contractowner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company FirstGWL&A to the Trust Fund and Distributor the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission.; (e) The Company FirstGWL&A shall provide the Trust Fund and Distributor the Adviser with such cooperation as the Trust Fund and Distributor the Adviser shall reasonably request (including, without limitation, by permitting the Trust Fund and Distributor the Adviser to review the relevant books and records of the CompanyFirstGWL&A) in order to facilitate review by the Trust Fund and Distributor the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) FirstGWL&A shall not with respect to any claim of the IRS or any Contractowner that would give rise to a claim against the Fund and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund and the Adviser, which shall not be unreasonably withheld; provided that, FirstGWL&A shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund and the Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by FirstGWL&A in pursuing such judicial appeals.