Common use of REPRESENTATIONS BY THE COMPANY Clause in Contracts

REPRESENTATIONS BY THE COMPANY. If the Funds are not a party to this Agreement, then the Company makes the following representations on behalf of the Funds. Each Fund represents that it is duly organized and validly existing under applicable state law. Each Fund represents that its shares are duly authorized for issuance in accordance with applicable law, that the Fund is registered as an open-end management investment company under the 1940 Act, and the Fund will maintain its registration as an investment company under the 1940 Act. Each Fund shall take all such actions as are necessary to permit the sale of its shares to the Variable Accounts, including registering its shares sold to the Variable Accounts under the 1933 Act. Each Fund will amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. Each Fund will register and qualify its shares for sale in all states and will promptly notify Jefferson if any shares are not qualified in a particular state. Each Fund represents that it is currently qualified as a regulated investment company under Subchapter M of the Code, and that it shall make every effort to maintain such qualification. Each Fund shall promptly notify Jefferson upon having a reasonable basis for believing that it has ceased to so qualify, or that it may not qualify as such in the future. The Funds have policies and procedures in effect designed to deter frequent purchases and redemptions. These polices are disclosed in the Funds’ prospectuses and such policies, as disclosed, will be uniformly and consistently applied to all shareholders, unless otherwise disclosed in the Fund’s prospectus. The Funds represent that any insurance Funds utilized in the Variable Products currently comply with the diversification requirements pursuant to Section 817(h) of the Code and Section 1.817-5(b) of the Federal Tax Regulations, if required, and that such Funds will make every effort to maintain the Funds’ compliance with such diversification requirements, unless the Funds are otherwise exempt from Section 817(h) and/or except as otherwise disclosed in each Fund’s prospectus. The Funds will notify Jefferson promptly upon having a reasonable basis for believing any Fund has ceased to comply. The Funds shall make every effort to remedy any failure to comply with Section 817(h) within the time frame set forth by Section 817(h). The Company, as the manager of the Funds represents that it is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for each Fund in accordance with any applicable state and federal securities laws.

REPRESENTATIONS BY THE COMPANY. If the Funds are Fund is not a party to this Agreement, then the Company makes the following representations on behalf of the Funds. Each The Fund represents that it is duly organized and validly existing under applicable state law. Each The Fund represents that its shares are duly authorized for issuance in accordance with applicable law, that the Fund is registered as an open-end management investment company under the 1940 Act, and the Fund will maintain its registration as an investment company under the 1940 Act. Each The Fund shall take all such actions as are necessary to permit the sale of its shares to the Variable Accounts or to Trust Accounts, including registering its shares sold to under the Variable Accounts terms of this Agreement, as required, under the 1933 Act. Each The Fund will amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. Each The Fund will register and qualify its shares for sale in all states where applicable and will promptly notify Jefferson Nationwide if any shares are not qualified in a particular state. Each The Fund represents that it is the Funds are currently qualified as a regulated investment company companies under Subchapter M of the Code, and that it the Funds shall make every effort to maintain such qualification. Each The Fund shall promptly notify Jefferson Nationwide upon having a reasonable basis for believing that it has the Funds have ceased to so qualify, or that it they may not qualify as such in the future. The Funds have policies Distributor represents that it is registered as a broker-dealer under the Securities and procedures in effect designed to deter frequent purchases and redemptions. These polices are disclosed in the Funds’ prospectuses and such policiesExchange Act of 1934, as disclosed, amended (the “1934 Act”) and will be uniformly remain duly registered under all applicable federal and consistently applied to all shareholders, unless otherwise disclosed in the Fund’s prospectus. The Funds represent that any insurance Funds utilized in the Variable Products currently comply with the diversification requirements pursuant to Section 817(h) of the Code and Section 1.817-5(b) of the Federal Tax Regulations, if requiredstate securities laws, and that such Funds will make every effort to maintain the Funds’ compliance with such diversification requirementsDistributor is a member in good standing of the National Association of Securities Dealers, unless the Funds are otherwise exempt from Section 817(hInc. (“NASD”) and/or except and it serves as otherwise disclosed in each Fund’s prospectus. The Funds will notify Jefferson promptly upon having a reasonable basis for believing any Fund has ceased to comply. The Funds shall make every effort to remedy any failure to comply with Section 817(h) within the time frame set forth by Section 817(h). The Company, as the manager principal underwriter/distributor of the Funds and that it will perform its obligations for the Fund in accordance with any applicable state and federal securities laws. The Adviser represents that it is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for each the Fund in accordance with any applicable state and federal securities laws.

REPRESENTATIONS BY THE COMPANY. If the Funds are not a party to this Agreement, then the Company makes the following representations on behalf of the Funds. Each Fund represents that it is duly organized and validly existing under applicable state law. Each Fund represents that its shares are duly authorized for issuance in accordance with applicable law, that the Fund is registered as an open-end management investment company under the 1940 Act, and the Fund will maintain its registration as an investment company under the 1940 Act. Each Fund shall take all such actions as are necessary to permit the sale of its shares to the Variable AccountsPlans, including registering its shares sold to under the Variable Accounts terms of this Agreement, as required, under the 1933 Act. Each Fund will amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. Each Fund will register and qualify its shares for sale in all states and will promptly notify Jefferson Nationwide if any shares are not qualified in a particular state. Each Fund represents that it is currently qualified as a regulated investment company under Subchapter M of the Code, and that it shall make every effort to maintain such qualification. Each Fund shall promptly notify Jefferson Nationwide upon having a reasonable basis for believing that it has ceased to so qualify, or that it may not qualify as such in the future. The Funds have policies and procedures in effect designed to deter frequent purchases and redemptions. These polices are disclosed in the Funds’ ' prospectuses and such policies, as disclosed, will be uniformly and consistently applied to all shareholders, unless otherwise disclosed in the Fund’s 's prospectus. The Funds represent that any insurance Funds utilized in the Variable Products currently comply with the diversification requirements pursuant to Section 817(h) of the Code and Section 1.817-5(b) of the Federal Tax Regulations, if required, and that such Funds will make every effort to maintain the Funds’ compliance with such diversification requirements, unless the Funds are otherwise exempt from Section 817(h) and/or except as otherwise disclosed in each Fund’s prospectus. The Funds will notify Jefferson promptly upon having a reasonable basis for believing any Fund has ceased to comply. The Funds shall make every effort to remedy any failure to comply with Section 817(h) within the time frame set forth by Section 817(h). The Company, as the manager distributor of the Funds represents that it (i) is registered as a broker-dealer under the Securities and Exchange Act of 1934, as amended (the "1934 Act") and will remain duly registered under all applicable federal and state securities laws, (ii) is a member in good standing of the Financial Industry Regulation Authority ("F1NRA"), (iii) serves as principal underwriter/distributor of the Funds, and (iv) will perform its obligations for each Fund in accordance with any applicable state and federal securities laws. The Company, as the adviser of the Funds represents that it is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for each Fund in accordance with any applicable state and federal securities laws.

REPRESENTATIONS BY THE COMPANY. If the Funds are not a party to this Agreement, then the Company makes the following representations on behalf of the Funds. Each Fund represents that it is duly organized and validly existing under applicable state law. Each Fund represents that its Fund’s shares are duly authorized for issuance in accordance with applicable law, that the each Fund is registered as an open-end management investment company under the 1940 Act, and the each. Fund will maintain its registration as an investment company under the 1940 Act. Each Fund shall take all such actions as are necessary to permit the sale of its shares to the Variable Accounts or to Trust Accounts, including registering its shares sold to under the Variable Accounts terms of this Agreement, as required, under the 1933 Act. Each Fund will amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect affect the continuous offering of its shares. Each Fund will register and qualify its shares for sale in all states where applicable and will promptly notify Jefferson Nationwide if any shares are not qualified in a particular state. Each Fund represents that it is currently qualified as a regulated investment company under Subchapter M of the Code, and that it shall make every effort to maintain such qualification. Each Fund shall promptly notify Jefferson Nationwide upon having a reasonable basis for believing that it has ceased to so qualify, or that it may not qualify as such in the future. The Funds have policies Distributor represents that it (i) is registered as a broker-dealer under the Securities and procedures in effect designed to deter frequent purchases and redemptions. These polices are disclosed in the Funds’ prospectuses and such policiesExchange Act of 1934, as disclosedamended (the “1934 Act”) and will remain duly registered under all applicable federal and state securities laws, (ii) is a member in good standing of the National Association of Securities Dealers, Inc. (“NASD”), (iii) serves as principal underwriter/distributor of each Fund, and (iv) will be uniformly perform its obligations for each Fund in accordance with any applicable state and consistently applied to all shareholders, unless otherwise disclosed in the Fund’s prospectusfederal securities laws. The Funds represent that any insurance Funds utilized in the Variable Products currently comply with the diversification requirements pursuant to Section 817(h) of the Code and Section 1.817-5(b) of the Federal Tax Regulations, if required, and that such Funds will make every effort to maintain the Funds’ compliance with such diversification requirements, unless the Funds are otherwise exempt from Section 817(h) and/or except as otherwise disclosed in each Fund’s prospectus. The Funds will notify Jefferson promptly upon having a reasonable basis for believing any Fund has ceased to comply. The Funds shall make every effort to remedy any failure to comply with Section 817(h) within the time frame set forth by Section 817(h). The Company, as the manager of the Funds Agent represents that it is duly registered as an investment adviser a transfer agent under the Investment Advisers 1934 Act of 1940, as amended, and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for each Fund in accordance with any applicable state and federal securities laws.

REPRESENTATIONS BY THE COMPANY. If the The Funds are not a party to this Agreement; therefore, then the Company makes the following representations on behalf of below regarding the Funds. Each Fund represents that it is duly organized and validly existing under applicable state law. Each Fund represents that its Fund’s shares are duly authorized for issuance in accordance with applicable law, that the law and each Fund is registered as a series of an open-end management investment company registered under the 1940 Act, and the Fund investment company will maintain its registration as an investment company under the 1940 Act. Each Fund shall take all such actions as are necessary to permit the sale of its shares to the Variable Accounts, including registering its shares sold to the Variable Accounts under the 1933 Act. Each Fund will amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. Each Fund will register and qualify its shares for sale in all states and will promptly notify Jefferson Nationwide if any shares are not qualified in a particular state. Each Fund represents that it is currently qualified as a regulated investment company under Subchapter M of the Code, and that it shall make every effort to maintain such qualification. Each Fund shall promptly notify Jefferson Nationwide upon having a reasonable basis for believing that it has ceased to so qualify, or that it may not qualify as such in the future. The Funds have policies and procedures in effect designed to deter frequent purchases and redemptions. These polices are disclosed in the Funds’ prospectuses and such policies, as disclosed, will be uniformly and consistently applied to all shareholders, unless otherwise disclosed in the Fund’s prospectus. The Funds represent that any Any insurance Funds utilized in the Variable Products currently comply with the diversification requirements pursuant to Section 817(h) of the Code and Section 1.817-5(b) of the Federal Tax Regulations, if required, and that each such Funds Fund will make every effort to maintain the Funds’ Fund’s compliance with such diversification requirements, unless the Funds are Fund is otherwise exempt from Section 817(h) and/or except as otherwise disclosed in each Fund’s prospectus. The Funds will notify Jefferson Nationwide promptly upon having a reasonable basis for believing any Fund has ceased to comply. The Funds shall make every effort to remedy any failure to comply with Section 817(h) within the time frame set forth by Section 817(h). The Company, as the manager distributor of the Funds Funds, represents that it (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and will remain duly registered under all applicable federal and state securities laws, (ii) is a member in good standing of the Financial Industry Regulation Authority (“FINRA”), (iii) serves as principal underwriter/distributor of the Funds, and (iv) will perform its obligations for each Fund in accordance with any applicable state and federal securities laws. REPRESENTATIONS BY HAA HAA, the Funds’ adviser, represents that it is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for each Fund in accordance with any applicable state and federal securities laws.

REPRESENTATIONS BY THE COMPANY. If the Funds are not a party to this Agreement, then the Company makes the following representations on behalf of the Funds. Each Fund represents that it is duly organized and validly existing under applicable state law. Each Fund represents that its shares are duly authorized for issuance in accordance with applicable law, that the Fund is registered as an open-end management investment company under the 1940 Act, and the Fund will maintain its registration as an investment company under the 1940 Act. Each Fund shall take all such actions as are necessary to permit the sale of its shares to the Variable AccountsPlans, including registering its shares sold to under the Variable Accounts terms of this Agreement, as required, under the 1933 Act. Each Fund will amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. Each Fund will register and qualify its shares for sale in all states where applicable and will promptly notify Jefferson Nationwide if any shares are not qualified in a particular state. Each Fund represents that it is currently qualified as a regulated investment company under Subchapter M of the Code, and that it shall make every effort to maintain such qualification. Each Fund shall promptly notify Jefferson Nationwide upon having a reasonable basis for believing that it has ceased to so qualify, or that it may not qualify as such in the future. The Company, as the distributor of the Funds have policies represents that it (i) is registered as a broker-dealer under the 1934 Act and procedures will remain duly registered under all applicable federal and state securities laws, (ii) is a member in effect designed to deter frequent purchases and redemptions. These polices are disclosed in good standing of the NASD, (iii) serves as principal underwriter/distributor of the Funds’ prospectuses and such policies, as disclosed, will be uniformly and consistently applied to all shareholders, unless otherwise disclosed in the Fund’s prospectus. The Funds represent that any insurance Funds utilized in the Variable Products currently comply with the diversification requirements pursuant to Section 817(h) of the Code and Section 1.817-5(b) of the Federal Tax Regulations, if required, and that such Funds (iv) will make every effort to maintain the Funds’ compliance perform its obligations for each Fund in accordance with such diversification requirements, unless the Funds are otherwise exempt from Section 817(h) and/or except as otherwise disclosed in each Fund’s prospectus. The Funds will notify Jefferson promptly upon having a reasonable basis for believing any Fund has ceased to comply. The Funds shall make every effort to remedy any failure to comply with Section 817(h) within the time frame set forth by Section 817(h)applicable state and federal securities laws. The Company, as the manager adviser of the Funds represents that it is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for each Fund in accordance with any applicable state and federal securities laws.

REPRESENTATIONS BY THE COMPANY. If the Funds are not a party to this Agreement, then the Company makes the following representations on behalf of the Funds. Each Fund represents that it is duly organized and validly existing under applicable state law. Each Fund represents that its shares are duly authorized for issuance in accordance with applicable law, that the Fund is registered as an open-end management investment company under the 1940 Act, and the Fund will maintain its registration as an investment company under the 1940 Act. Each Fund shall take all such actions as are necessary to permit the sale of its shares to the Variable Accounts, including registering its shares sold to the Variable Accounts under the 1933 Act. Each Fund will amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. Each Fund will register and qualify its shares for sale in all states and will promptly notify Jefferson Nationwide if any shares are not qualified in a particular state. Each Fund represents that it is currently qualified as a regulated investment company under Subchapter M of the Code, and that it shall make every effort to maintain such qualification. Each Fund shall promptly notify Jefferson Nationwide upon having a reasonable basis for believing that it has ceased to so qualify, or that it may not qualify as such in the future. The Funds have policies and procedures in effect designed to deter frequent purchases and redemptions. These polices are disclosed in the Funds’ prospectuses and such policies, as disclosed, will be uniformly and consistently applied to all shareholders, unless otherwise disclosed in the Fund’s prospectus. The Funds represent that any insurance Funds utilized in the Variable Products currently comply with the diversification requirements pursuant to Section 817(h) of the Code and Section 1.817-5(b) of the Federal Tax Regulations, if required, and that such Funds will make every effort to maintain the Funds’ compliance with such diversification requirements, unless the Funds are otherwise exempt from Section 817(h) and/or except as otherwise disclosed in each Fund’s prospectus. The Funds will notify Jefferson Nationwide promptly upon having a reasonable basis for believing any Fund has ceased to comply. The Funds shall make every effort to remedy any failure to comply with Section 817(h) within the time frame set forth by Section 817(h). The Company, as the manager of the Funds represents that it is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for each Fund in accordance with any applicable state and federal securities laws.

REPRESENTATIONS BY THE COMPANY. If the Funds are not a party to this Agreement, then the Company makes the following representations on behalf of the Funds. Each The Fund represents that it is duly organized and validly existing under applicable state law. Each The Fund represents that its shares are duly authorized for issuance in accordance with applicable law, that the Fund is registered as an open-end management investment company under the 1940 Act, and the Fund will maintain its registration as an investment company under the 1940 Act. Each The Fund shall take all such actions as are necessary to permit the sale of its shares to the Variable Accounts, including registering its shares sold to the Variable Accounts under the 1933 Act. Each The Fund will amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. Each The Fund will register and qualify its shares for sale in all states states, where applicable, and will promptly notify Jefferson Nationwide if any shares are not qualified in a particular state. Each The Fund represents that it is the Funds are currently qualified as a regulated investment company companies under Subchapter M of the Code, and that it the Funds shall make every effort to maintain such qualification. Each The Fund shall promptly notify Jefferson Nationwide upon having a reasonable basis for believing that it has the Funds have ceased to so qualify, or that it they may not qualify as such in the future. The Funds have policies and procedures in effect designed to deter frequent purchases and redemptions. These polices are disclosed in the Funds’ prospectuses and such policies, as disclosed, will be uniformly and consistently applied to all shareholders, unless otherwise disclosed in the Fund’s prospectus. The Funds represent Fund represents that any insurance Funds utilized in the Variable Products currently comply with the diversification requirements pursuant to Section 817(h) of the Code and Section 1.817-5(b) of the Federal Tax Regulations, if required, and that such Funds will make every effort to maintain the Funds’ compliance with such diversification requirements, unless the Funds are otherwise exempt from Section 817(h) and/or except as otherwise disclosed in each Fund’s prospectus. The Funds Fund will notify Jefferson Nationwide promptly upon having a reasonable basis for believing any Fund has ceased to comply. The Funds Fund shall make every effort to remedy any failure to comply with Section 817(h) within the time frame set forth by Section 817(h). The CompanyDistributor represents that it is registered as a broker-dealer under the Securities and Exchange Act of 1934, as amended (the manager “1934 Act”) and will remain duly registered under all applicable federal and state securities laws, and is a member in good standing of the National Association of Securities Dealers, Inc. (“NASD”) and serves as principal underwriter/distributor of the Funds and that it will perform its obligations for the Fund in accordance with any applicable state and federal securities laws. The Adviser represents that it is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for each the Fund in accordance with any applicable state and federal securities laws.

REPRESENTATIONS BY THE COMPANY. If the Funds are not a party to this Agreement, then the Company makes the following representations on behalf of the Funds. Each The Fund represents that it is duly organized and validly existing under applicable state law. Each The Fund represents that its shares are duly authorized for issuance in accordance with applicable law, that the Fund is registered as an open-end management investment company under the 1940 Act, and the Fund will maintain its registration as an investment company under the 1940 Act. Each The Fund shall take all such actions as are necessary to permit the sale of its shares to the Variable Accounts, including registering its shares sold to the Variable Accounts under the 1933 Act. Each The Fund will amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. Each The Fund will register and qualify its shares for sale in all states states, where applicable, and will promptly notify Jefferson Nationwide if any shares are not qualified in a particular state. Each The Fund represents that it is the Funds are currently qualified as a regulated investment company companies under Subchapter M of the Code, and that it the Funds shall make every effort to maintain such qualification. Each The Fund shall promptly notify Jefferson Nationwide upon having a reasonable basis for believing that it has the Funds have ceased to so qualify, or that it they may not qualify as such in the future. The Funds have policies and procedures in effect designed to deter frequent purchases and redemptions. These polices are disclosed in the Funds’ prospectuses and such policies, as disclosed, will be uniformly and consistently applied to all shareholders, unless otherwise disclosed in the Fund’s prospectus. The Funds represent Fund represents that any insurance Funds utilized in the Variable Products currently comply with the diversification requirements pursuant to Section 817(h) of the Code and Section 1.817-5(b) of the Federal Tax Regulations, if required, and that such Funds will make every effort to maintain the Funds’ ' compliance with such diversification requirements, unless the Funds are otherwise exempt from Section 817(h) and/or except as otherwise disclosed in each Fund’s 's prospectus. The Funds Fund will notify Jefferson Nationwide promptly upon having a reasonable basis for believing any Fund has ceased to comply. The Funds Fund shall make every effort to remedy any failure to comply with Section 817(h) within the time frame set forth by Section 817(h). The CompanyDistributor represents that it is registered as a broker-dealer under the Securities and Exchange Act of 1934, as amended (the manager "1934 Act") and will remain duly registered under all applicable federal and state securities laws, and is a member in good standing of the National Association of Securities Dealers, Inc. ("NASD") and serves as principal underwriter/distributor of the Funds and that it will perform its obligations for the Fund in accordance with any applicable state and federal securities laws. The Adviser represents that it is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for each the Fund in accordance with any applicable state and federal securities laws.

REPRESENTATIONS BY THE COMPANY. If the Funds are not a party parry to this Agreement, then the Company makes the following representations on behalf of the Funds. Each Fund represents that it is duly organized and validly existing under applicable state law. Each Fund represents that its Fund's shares are duly authorized for issuance in accordance with applicable law, that the each Fund is registered as an open-end management investment company under the 1940 Act, and the each Fund will maintain its registration as an investment company under the 1940 Act. Each Fund shall take all such actions as are necessary to permit the sale of its shares to the Variable Accounts or to Trust Accounts, including registering its shares sold to under the Variable Accounts terms of this Agreement, as required, under the 1933 Act. Each Fund will amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect affect the continuous offering of its shares. Each Fund will register and qualify its shares for sale in all states where applicable and will promptly notify Jefferson Nationwide, if any shares are not qualified in a particular state. Each Fund represents that it is currently qualified as a regulated investment company under Subchapter M of the Code, and that it shall make every effort to maintain such qualification. Each Fund shall promptly notify Jefferson Nationwide upon having a reasonable basis for believing that it has ceased to so qualify, or that it may not qualify as such in the future. The Funds have policies Distributor represents that it (i) is registered as a broker-dealer under the Securities and procedures in effect designed to deter frequent purchases and redemptions. These polices are disclosed in the Funds’ prospectuses and such policiesExchange Act of 1934, as disclosedamended (the "1934 Act") and will remain duly registered under all applicable federal and state securities laws, (ii) is a member in good standing of the National Association of Securities Dealers, Inc. ("NASD"), (iii) serves as principal underwriter/distributor of each Fund, and (iv) will be uniformly perform its obligations for each Fund in accordance with any applicable state and consistently applied to all shareholders, unless otherwise disclosed in the Fund’s prospectusfederal securities laws. The Funds represent that any insurance Funds utilized in the Variable Products currently comply with the diversification requirements pursuant to Section 817(h) of the Code and Section 1.817-5(b) of the Federal Tax Regulations, if required, and that such Funds will make every effort to maintain the Funds’ compliance with such diversification requirements, unless the Funds are otherwise exempt from Section 817(h) and/or except as otherwise disclosed in each Fund’s prospectus. The Funds will notify Jefferson promptly upon having a reasonable basis for believing any Fund has ceased to comply. The Funds shall make every effort to remedy any failure to comply with Section 817(h) within the time frame set forth by Section 817(h). The Company, as the manager of the Funds Agent represents that it is duly registered as an investment adviser a transfer agent under the Investment Advisers 1934 Act of 1940, as amended, and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for each Fund in accordance with any applicable state and federal securities laws.