Common use of Additional Covenants and Agreements Clause in Contracts

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Company.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, Owners in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(C) hereof. (d) The Company covenants and agrees that all Orders transmitted to the IssuerIssuers, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Absent actual knowledge to the contrary, Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-308 and 8404 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able make every reasonable effort to do so, it market its Contracts. It will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts. (f) The Company shall not, subject without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then- current prospectus and in current printed sales literature approved by Distributor or the Issuer. (g) Advertising and sales literature with respect to applicable Securities and Exchange Commission rules. In addition, the Issuer or the Funds prepared by the Company shall not impose any feeor its agents, conditionif any, or requirement for the use in marketing shares of the Funds as underlying investment options media to Contract Owners shall be submitted to Distributor for review and approval before such material is used. All such materials shall be directed to Xxxx Tantra, Distributor's advertising compliance manager (or such other person as Distributor may designate in writing) by mail at 0000 Xxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000, or by fax at (000) 000-0000. Such materials shall be accompanied by a request for approval or comments within a reasonable amount of time, which shall not be less than 10 business days from the date delivered to Distributor. The Company agrees to use reasonable efforts to notify Distributor's advertising compliance manager of the delivery of such materials (which includes leaving a voice mail message). If Distributor fails to respond within the time period set forth in the request for review, Company may use such material as submitted without final approval by Distributor. If subsequent to approval by Distributor (or the expiration of the time period set forth in the request for approval), Distributor reasonably determines any such material is or has become inaccurate, rnisleading or otherwise inappropriate, it may request that the Company modify such advertising and sales literature, which the Company will do at the next reprinting of any such materials. If Distributor determines that such material should be modified immediately, Distributor shall notify the Company of such fact and Company shall accommodate Distributor's reasonable requests. In such instances, Distributor shall pay the Company's reasonable out-of-pocket expenses in reprinting any such advertising and sales materials. Notwithstanding anything contained herein, Company shall be responsible for the Contracts that operates compliance of all advertising and sales literature prepared by the Company with all applicable federal, state and NASD requirements (h) The Company will provide to the specific prejudice Distributor at least one complete copy of all registration statements, prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that include a description of or information regarding the Funds VIS-A-VIS promptly after the filing of such document with the SEC or other regulatory authority. (i) Each party will comply with reasonable requests for information and documents regarding the Funds or the other investment media party's compliance with its obligations under this Agreement made available for the Contracts by the Companyother party, by the Funds' Board of Directors or by any appropriate governmental entity or self regulatory organization.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by Distributor or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Distributor for review and approval before such material is used.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, Owners in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the IssuerIssuers, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Absent actual knowledge to the contrary, Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-308 and 8-404 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able make every reasonable effort to do so, it market its Contracts. It will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts. (f) The Company shall not, subject without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the thencurrent prospectus and in current printed sales literature approved by Distributor or the Issuer. (g) Advertising and sales literature with respect to applicable Securities and Exchange Commission rules. In addition, the Issuer or the Funds prepared by the Company shall not impose any feeor its agents, conditionif any, or requirement for the use in marketing shares of the Funds as underlying investment options media to Contract Owners shall be submitted to Distributor for review and approval before such material is used. All such materials shall be directed to Xxxx Tantra, Distributor's advertising compliance manager (or such other person as Distributor may designate in writing) by mail at 0000 Xxxx Xxxxxx Xxxxxx Xxxx, Xxxxxxxx 00000, or by fax at (000) 0000000. Such materials shall be accompanied by a request for approval or comments within a reasonable amount of time, which shall not be less than 10 business days from the date delivered to Distributor. The Company agrees to use reasonable efforts to notify Distributor's advertising compliance manager of the delivery of such materials (which includes leaving a voice mail message). If Distributor fails, to respond within the time period set forth in the request for review, Company may use such material as submitted without further approval by Distributor. If subsequent to approval by Distributor (or the expiration of the time period set forth in the request for approval), Distributor reasonably determines any such material is or has become inaccurate, misleading or otherwise inappropriate, it may request that the Company modify such advertising and sales literature, which the Company will do at the next reprinting of any such materials. If Distributor determines that such material should be modified immediately, Distributor shall notify the Company of such fact and Company shall accommodate Distributor's reasonable requests. In such instances, Distributor shall pay the Company's reasonable out-of-pocket expenses in reprinting any such advertising and sales materials. Notwithstanding anything contained herein, Company shall be responsible for the Contracts that operates compliance of all advertising and sales literature prepared by the Company with all applicable federal, state and NASD requirements (h) The Company will provide to the specific prejudice Distributor at least one complete copy of all registration statements, prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that include a description of or information regarding the Funds VIS-A-VIS promptly after the filing of such document with the SEC or other regulatory authority. (i) Each party will comply with reasonable requests for information and documents regarding the Funds or the other investment media party's compliance with its obligations under this Agreement made available for the Contracts by the Companyother party, by the Funds' Board of Directors or by any appropriate governmental entity or self regulatory organization.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. (d) The Company covenants and agrees that it shall use its best efforts to ensure that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorACIM, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor Absent actual knowledge to the contrary, ACIM shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized “an appropriate person” as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall use its best efforts to maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, accuracy and propriety and consequences of all data transmitted to Distributor ACIM by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorACIM. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of ACIM, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by ACIM or the Issuer. ACIM and the Issuer shall not, without the written consent of the Company, make representations concerning the Company or the Contracts except those contained in printed sales literature approved by the Company. The Guardian-SSA-Insurance.Mix January 29, 1998 (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to ACIM for review and approval before such material is used. ACIM will review any advertising or sales literature submitted pursuant to this Section on a prompt and timely basis.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, owners in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Absent actual knowledge to the contrary, Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be solely responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able make every reasonable effort to do so, it market its Contracts. It will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts. (f) The Company shall not, subject without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then current prospectus and in current printed sales literature approved by Distributor or the Issuer. (g) Advertising and sales literature with respect to applicable Securities and Exchange Commission rules. In addition, the Issuer or the Funds prepared by the Company shall not impose any feeor its agents, conditionif any, or requirement for the use in marketing shares of the Funds as underlying investment options media to Contract owners shall be submitted to Distributor for the Contracts that operates review investment media to the specific prejudice Contract owners shall be subject to review and: before such material is used. (h) The Company will provide to Distributor at least one complete copy of all registration statements, prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that include a description of or information regarding the Funds VIS-A-VIS promptly after the filing of such document with the SEC or other investment media made available for the Contracts by the Companyregulatory authority.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account the Accounts on any Business Day will be based upon instructions that it received from the Contract owners, owners in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the IssuerFunds' transfer agent, whether by telephone, telecopy, or other electronic transmission acceptable to Distributorthe Manager, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accountsowner of the Account. Distributor Absent actual knowledge to the contrary, the Manager shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be solely responsible for the accuracy, propriety and consequences of all data transmitted to Distributor the Manager by the Company by telephone, telecopy or other electronic transmission acceptable to Distributorthe Manager. (e) The Company agrees thatshall furnish, or shall cause to be furnished, to the extent it Manager, each piece of sales literature or other promotional material in which a Fund or the Manager is able named, at least eight business days prior to do soits use. No such material shall be used if the Funds or the Manager reasonably objects in writing to such use within eight business days after receipt of such material. (f) The Company shall not give any information or make any representations or statements on behalf of any Fund or concerning any Fund other than the information or representations contained in the registration statement or prospectus for the Fund shares, it will use its best efforts as such registration statement and prospectus may be amended or supplemented from time to give equal emphasis and promotion to shares time, or in reports or proxy statements for that Fund, or in sales literature or other promotional material approved by the Manager, except with the permission of the Funds as Manager. The Manager agrees to respond to any request for approval on a prompt and timely basis. (g) The Manager shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company or the Accounts is given named, at least ten business days prior to other underlying investments its use. No such material shall be used if the Company reasonably objects in writing to such use within ten business days after receipt of such material. (h) The Manager shall not give any information or make any representations on behalf of the Company or concerning the Company, the Accounts, subject or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to applicable time, or in published reports for the Accounts which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company, except with the permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis. (i) The Manager will provide to the Company at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, sales literature and other promotional materials, and all amendments to any of the above, that relate to that Fund or its shares, upon the Company's request. (j) The Company will provide to the Manager at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, solicitations for voting instructions, sales literature and other promotional materials, and all amendments to any of the above, that relate to the Contracts or the Accounts, upon the Manager's request. (k) For purposes of this Section 7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, reprints or excerpts of any other advertisement sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under NASD rules, the Investment Company Act or the Securities and Exchange Commission rules. In additionAct of 1993 (the "1933 Act"). (1) For so long as the Manager maintains a web site on the Internet, the Company may provide a hyperlink to such site. If the Manager discontinues such web site or no longer maintains copies of Fund prospectuses therein for any reason, the Manager shall not impose any fee, condition, or requirement for the use provide an electronic version of the Funds as investment options for the Contracts that operates Funds' prospectuses to the specific prejudice of Company for use on the Funds VIS-A-VIS the other investment media made available for the Contracts Company's web site, as reasonably requested by the Company.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized “an appropriate person” as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by Distributor or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Distributor for review and approval at least 10 business days before such material is used. No such material shall be used unless the Distributor or its designee approves such material within the 10 business days after receipt thereof.

Additional Covenants and Agreements. Section 5.1. Preparation of the Proxy Statement and the Schedule 13E-3; Unitholders Meeting. (a) Each party As soon as practicable following the date of this Agreement, the Partnership and Parent shall comply prepare and file with all provisions the SEC the Proxy Statement and the Rule 13E-3 transaction statement on Schedule 13E-3 (as amended or supplemented, the “Schedule 13E-3”). The Partnership shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the Common Unitholders as promptly as practicable following the date of federal and state laws applicable to its respective activities under this Agreement. All obligations No filing of, or amendment or supplement to, including by incorporation by reference, the Proxy Statement or the Schedule 13E-3 will be made by any Party without providing the other Parties a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Partnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Partnership or Parent that should be set forth in an amendment or supplement to either the Proxy Statement or the Schedule 13E-3, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by Law, disseminated to the Common Unitholders. The Parties shall notify each party under other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either of the Proxy Statement or the Schedule 13E-3 or for additional information and shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement and the Schedule 13E-3 or the transactions contemplated by this Agreement are subject to compliance with applicable federal and state lawsAgreement. (b) Each party shall promptly notify The Partnership shall, as soon as practicable following the other party in writing in the event that it is, for any reason, unable to perform any date of its obligations under this Agreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common Unitholders (the “Unitholders Meeting”) for the purpose of obtaining the Unitholder Approval. Subject to Section 5.3, the Partnership Board shall, acting upon the Conflicts Committee Recommendation, make the Partnership Board Recommendation, and the Partnership shall use its commercially reasonable efforts to solicit from the Common Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the Unitholder Approval. The Proxy Statement shall include, subject to Section 5.3, the Partnership Board Recommendation. Once the Unitholders Meeting has been called and noticed, the Partnership shall not postpone or adjourn the Unitholders Meeting without the consent of Parent (other than (i) in order to obtain a quorum of the Common Unitholders or (ii) as reasonably determined by the Partnership to comply with applicable Law); provided that in no event shall the Unitholders Meeting be adjourned or postponed for longer than 10 days without the prior written consent of Parent. In no event shall any matter be submitted to the Common Unitholders at the Unitholders Meeting other than the matters specifically contemplated by this Agreement without the prior written consent of Parent. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder Unless this Agreement is validly terminated in accordance with respect to each Account on any Business Day will be based upon instructions that it received from Article VII, the Contract owners, in proper form prior Partnership shall submit this Agreement to the Close of Trading of Common Unitholders for approval at the Exchange on that Business Day. The Company Unitholders Meeting even if the Conflicts Committee shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereofhave effected an Adverse Recommendation Change. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Company.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(C) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorACIM, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor ACIM shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor ACIM by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorACIM. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company will furnish, or will cause to be furnished, to ACIM each piece of sales literature or other promotional material in which the Issuer or ACIM is named, at least fifteen (15) Business Days prior to its intended use. No such sales literature or promotional material will be used if ACIM objects to its use in writing within ten (10) Business Days after receipt of such material. (g) ACIM will furnish, or will cause to be furnished, to the Company, each piece of sales literature or other promotional material in which the Company or its Separate Accounts are named, at least fifteen (15) Business Days prior to its intended use. No such material will be used if the Company objects to its use in writing within ten (10) Business Days after receipt of such material. (h) The Company, its affiliates and agents shall not, without the written consent of ACIM, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by ACIM or the Issuer. ACIM, its affiliates and agents, shall not, without the written consent of the Company, make representations concerning the Company, the Account or the Contracts except those contained in the then-current registration statement, prospectus or private offering memorandum and in current printed sales literature or other promotional material produced or approved by the Company or its designee. (i) For purposes of this Agreement, the phrase "sales literature or other promotional material" or words of similar import include, without limitation, advertisements (such as material published, or designed for use, in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures or other public media), sales literature (such as any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, or reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports and proxy materials, and any other material constituting sales literature or advertising under National Association of Securities Dealers, Inc. (the "NASD") rules, the 1940 Act or the Securities Act of 1933. (j) ACIM will notify the Company as soon as reasonably practicable if a Fund has ceased to be qualified as a regulated investment company under Subchapter M of the Code.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. (d) The Company covenants and agrees that it shall use its best efforts to ensure that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorACIM, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor Absent actual knowledge to the contrary, ACIM shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Section 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall use its best efforts to maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, accuracy and propriety and consequences of all data transmitted to Distributor ACIM by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorACIM. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of ACIM, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by ACIM or the Issuer. ACIM and the Issuer shall not, without the written consent of the Company, make representations concerning the Company or the Contracts except those contained in printed sales literature approved by the Company. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to ACIM for review and approval before such material is used. ACIM will review any advertising or sales literature submitted pursuant to this Section on a prompt and timely basis.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorACIM, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accountsowner of the Account. Distributor ACIM shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized “an appropriate person” as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor ACIM by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorACIM. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the AccountsAccount, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of ACIM, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by ACIM or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to ACIM for review and approval before such material is used.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions provision of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement.. [page break] (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. (d) The Company company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorACIM, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor ACIM shall be entitled to rely relay on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized “an appropriate person” as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefortherefore. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor ACIM by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorACIM. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, conditionconditions, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aà-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of ACIM, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by ACIM or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to ACIM for review and approval before such materials is used. ACIM shall use its best efforts to conduct all such reviews within 5 business days of its receipt of the materials. If the Company has not received approval of a submitted piece within the 5 business day time frame, a representative of the Company may call the Advertising Compliance Manager at ACIM and that individual, or his or her designated representative, shall provide to the Company representative the status of the review process for that piece and a good faith estimate of the additional time the review may take. In no event shall ACIM take more that 10 business days to conduct a review of such materials under normal circumstances. This subsection shall not apply to any advertising or sales literature produced by the Company if all references in such literature to the Issuer or the Funds are identical to those that appear in the Funds’ prospectus(es) or Statement of Additional Information. [page break]

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Separate Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Separate Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Separate Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and/or Statement of Additional Information and in current printed sales literature approved by Distributor or the Issuer. (g) The Distributor shall not, without the written consent of the Company, make representations concerning the Company except for those contained in the then current prospectus and/or Statement of Additional Information for the Contracts and in current printed sales literature approved by the Company. (h) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Distributor for review and approval before such material is used. (i) Advertising and sales literature with respect to the Company prepared by the Distributor, if any, shall be submitted to the Company for review and approval before such material is used. The Company shall use its best efforts to review such material and provide comments, if any, within a timely manner. If the Distributor does not receive any form of acknowledgment from the Company with regard to the advertising and sales literature, it will assume the Company approves of the content of such material.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, owners in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted make every reasonable effort to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it market its Contracts. It will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the AccountsAccount. (e) The Company shall not, subject without the written consent of Investors Research, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by Investors Research or the Issuer. (f) Advertising and sales literature with respect to applicable the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Investors Research for review and approval before such material is used. Investors Research shall use reasonable efforts to cooperate with Company in reviewing such materials in a timely fashion. Company acknowledges that Investors Research's review of materials submitted to it are for internal due diligence purposes and not for determining or ensuring compliance with Securities and Exchange Commission rules("SEC") or National Association of Securities Dealers, Inc. ("NASD") or other regulatory agency rules or requirements, if any. In additionCompany acknowledges and agrees that the responsibility for ensuring compliance with SEC, NASD or other regulatory agency rules or requirements, if any, is Company's obligation. (g) Investors Research will provide to the Company shall not impose at least one complete copy of all registration statements, prospectuses, statements of additional information, annual and semi-annual reports, proxy statements and all amendments or supplements to any fee, condition, or requirement for the use of the Funds as investment options for the Contracts above that operates relate to the specific prejudice Funds promptly after the filing of such document with the SEC or other regulatory authorities. (h) The Company will provide to Investors Research at least one complete copy of all registration statements, prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the Funds VIS-A-VIS above that relate to the Account promptly after the filing of such document with the SEC or other investment media made available for the Contracts by the Companyregulatory authority.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, owners in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the IssuerIssuers, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Absent actual knowledge to the contrary, Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-308 and 8-404 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able make every reasonable effort to do so, it market its Contracts. It will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts. (f) The Company shall not, subject without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by Distributor or the Issuer. (g) Advertising and sales literature with respect to applicable Securities and Exchange Commission rules. In addition, the Issuer or the Funds prepared by the Company shall not impose any feeor its agents, conditionif any, or requirement for the use in marketing shares of the Funds as underlying investment options media to Contract owners shall be submitted to Distributor for the Contracts that operates review and approval before such material is used. Failure by Distributor to the specific prejudice respond within 10 Business Days of the request by the Company shall relieve the Company of the obligation to obtain prior approval of Distributor. (h) The Company will provide to Distributor at least one complete copy of all registration statements, prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that include a description of or information regarding the Funds VIS-A-VIS promptly after the filing of such document with the SEC or other regulatory authority. (i) Each party will comply with reasonable requests for information and documents regarding the Funds or the other investment media party's compliance with its obligations under this Agreement made available for the Contracts by the Companyother party, by the Fund's Board of Directors or by any appropriate governmental entity or self regulatory organization.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. To the extent applicable, the parties agree to abide by the terms of the Foreign Account Tax Compliance Act (“FATCA”), including the Company’s provision to American Century of any information necessary for American Century’s or the Funds’ FATCA compliance. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. Further, upon reasonable request by American Century, the Company will provide evidence reasonably satisfactory to the Funds’ Board of Directors to demonstrate its compliance with Rule 22c-1 (under the 0000 Xxx) requirements and provide the requester with copies of its internal control report, if one is obtained. The Company agrees to promptly return any requested certification of such practices and understands that if it does not American Century may require it to stop trading through the NSCC (if applicable) and send all trades directly to Transfer Agent by each Fund’s Price Time on any Business Day. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, Transfer Agent whether by telephone, telecopy, or other electronic transmission acceptable to DistributorAmerican Century, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor American Century shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Shares on behalf of the Company is “an appropriate person” as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to the transmission of instructions regarding Fund shares on behalf of the Company is properly authorized to act in owner of such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security thereforShares. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor American Century by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorAmerican Century. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds Shares as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission SEC rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of American Century, make representations concerning the Issuer, the Funds or the Shares except those contained in the then-current prospectus and in current printed sales literature approved by American Century. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing Shares as underlying investment media to Contract owners shall be submitted to American Century for review and approval before such material is used.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(C) hereof. (d) The Company covenants and agrees that all Orders transmitted to the IssuerTrust, whether by telephone, telecopy, or other electronic transmission acceptable to Adviser and Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Adviser and Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund Portfolio shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Portfolio shares on behalf of the owner of such capacityPortfolio shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Adviser and Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Adviser and Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds Portfolios as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds Portfolios as investment options for the Contracts that operates to the specific prejudice of the Funds Portfolios VIS-A-VIS the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Adviser and Distributor, make representations concerning the Trust or the shares of the Portfolios except those contained in the then-current prospectus and in current printed sales literature approved by Adviser, Distributor or the Trust. (g) Advertising and sales literature with respect to the Trust or the Portfolios prepared by the Company or its agents, if any, for use in marketing shares of the Portfolios as underlying investment media to Contract owners shall be submitted to Distributor for review and written approval before such material is used.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized “an appropriate person” as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by Distributor or the Issuer. (g) Distributor shall not, without the written consent of Company, make representations concerning the Company or the Contracts except those contained in then current prospectus and in current printed sales literature approved by the Company. (h) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to contract owners shall be submitted to Distributor for review and approval before such material is used. (i) Advertising and sales literature with respect to the Company or Contracts prepared by the Distributor or its agents, if any, shall be submitted to the Company for review and approval before such material is used. (j) Within five (5) Business Days after the end of each calendar month, Distributor shall provide the Company a monthly statement of account, which shall confirm all transactions made during that particular month in the Accounts. (k) Distributor shall provide the Company with the investment advisory and other expenses of each Fund incurred during that Fund’s most recently completed fiscal year within 90 days of the Fund’s fiscal year end, to permit the Company to fulfill its prospectus disclosure obligations pursuant to the SEC’s variable annuity fee table regulations and variable life insurance requirements.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by Distributor or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Distributor for review and approval before such material is used. The Issuer of the Funds shall use all reasonable efforts to respond to the Company for such requests within ten business days of receipt.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(d) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Company.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(c) hereof. (d) The Company covenants and agrees that all Orders Order transmitted to the IssuerIssuers, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by Distributor or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Distributor for review and approval before such material is used.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Separate Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Separate Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Separate Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and/or Statement of Additional Information and in current printed sales literature approved by Distributor or the Issuer. (g) The Distributor shall not, without the written consent of the Company, make representations concerning the Company except for those contained in the then current prospectus and/or Statement of Additional Information for the Contracts and in current printed sales literature approved by the Company. (h) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Distributor for review and approval before such material is used. (i) Advertising and sales literature with respect to the Company prepared by the Distributor, if any, shall be submitted to the Company for review and approval before such material is used.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account Plan on any Business Day will be based upon instructions that it received from the Contract ownersPlan, the Participants, or a Plan's sponsor and/or authorized committee, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 3(c) hereof. Further, upon reasonable request by Distributor, the Company will provide evidence reasonably satisfactory to the Fund's Board of Directors to demonstrate its compliance with Rule 22c-1 requirements and provide the requester with copies of its internal control report, if one is obtained. (d) The Company covenants and agrees that all Orders transmitted to the IssuerIssuers, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accountsowner of the Plans. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other unaffiliated underlying investments of investment options available to the AccountsPlans, subject to applicable Securities and Exchange Commission and National Association of Securities Dealers, Inc. rules. In addition, the . (f) The Company shall not impose any feenot, conditionwithout the written consent of Distributor, make representations concerning the Issuers or requirement for the use shares of the Funds as investment options for except those contained in the Contracts that operates to then-current prospectus and in current printed sales literature approved by Distributor or the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the CompanyIssuers.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(C) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefortherefore. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by Distributor or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Distributor for review and approval before such material is used.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Company.underlying

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Separate Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Separate Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Separate Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and/or Statement of Additional Information and in current printed sales literature approved by Distributor or the Issuer. (g) The Distributor shall not, without the written consent of the Company, make representations concerning the Company except for those contained in the then current prospectus and/or Statement of Additional Information for the Contracts and in current printed sales literature approved by the Company. (h) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Distributor for review and approval before such material is used. (i) Advertising and sales literature with respect to the Company prepared by the Distributor, if any, shall be submitted to the Company for review and approval before such material is used. The Company shall use its best efforts to review such material and provide comments, if any, within a timely manner. If the Distributor does not receive any form acknowledgement from the Company with regard to the advertising and sales literature, it will assume the Company approves of the content of such material.

Additional Covenants and Agreements. (a) Each party Following the Closing and until the end of the Earnout Period, (i) Parent and SSGLP shall comply with have the right to own and operate the Group Companies in any way that they deem appropriate, in their sole discretion, (ii) Parent and its Affiliates shall have no obligation to own or operate the Group Companies in order to maximize the Earnout Payment, (iii) there is no guarantee and assurance that any Seller will receive all or any portion an Earnout Payment, (iv) neither Parent nor any of its Affiliates owe any fiduciary duty to any Seller or any of its direct or indirect equityholders, (v) the parties intend the express provisions of federal the Agreement and state laws applicable this Exhibit E to its respective activities under govern their contractual relationship in respect of the Earnout Payments and (vi) the Sellers acknowledge and agree that the contingent right to receive payment the Earnout Payment is not a security; provided, however, that following the Closing and until the end of the Earnout Period, Parent (a) shall not, without the consent of the Seller Representative, take any action that is intended to eliminate or materially reduce the Earnout Payment or impair the ability to earn the Earnout Payment, (b) shall use commercially reasonable efforts to ensure the Group Companies have reasonably sufficient working capital and staffing to continue to operate and develop the Qualifying Greenspring Products and Solutions, (c) shall not require any continuing investment team employee of the Group Companies to spend a material amount of time on responsibilities (other than serving on any investment committee or the Private Equity Executive Committee of Parent) unrelated to Qualifying Greenspring Products and Solutions (unless otherwise consented to by the Seller Representative) and (d) shall maintain books and records of the Group Companies in a manner necessary to enable the tracking and calculation of the Earnout Payment hereunder. Attached hereto as Schedule A to this Agreement. All obligations of each party under this Agreement Earnout Addendum are subject operating principles to compliance inform governance and integration with applicable federal and state lawsrespect to the Earnout Payment described herein. (b) Each party shall promptly notify the other party in writing in In the event that it isa Group Companies Change of Control occurs prior to the end of the Earnout Period and Parent or its Affiliates receive an aggregate amount of cash or publicly traded securities in connection with such Group Companies Change of Control representing net proceeds of at least $1,000,000,000, Parent shall pay to the Seller Representative (for distribution to the Sellers in accordance with their Allocated Shares) an aggregate amount equal to $75,000,000 (any reasonsuch payment, unable to perform any the “Acceleration Payment”) as promptly as possible after the occurrence of its obligations under this Agreementsuch Group Companies Change of Control. In the event that an Acceleration Payment is paid or becomes payable, no other amount or Earnout Payment shall by payable hereunder. (c) No direct or indirect right or interest of a Seller under Section 2.12 of the Agreement or any provision this Earnout Addendum may be assigned, transferred or otherwise disposed of, in whole or in part, and any attempted assignment or transfer shall be void and of no force or effect without the prior written consent of Parent. The Company covenants Sellers acknowledge and agrees agree that all Orders accepted and transmitted by it hereunder Parent’s obligations with respect to each Account on any Business Day will the Earnout Payment shall be based deemed satisfied upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading payment of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable Earnout Payment in accordance with the Company to demonstrate compliance with SECTION 9(c) hereof.Agreement and this Exhibit E. (d) Any Seller’s right and interest to any portion of the Earnout Payment shall not be represented by any certificate or other instrument or otherwise represent any ownership interest in Parent. In order to achieve the Qualifying Revenue in calendar 2024 that is necessary for the Earnout Payment, new and successor products and solutions may need to be introduced. The Company covenants nature, size, timing and agrees related characteristics of those new and successor venture capital and growth equity products and solutions may be important considerations with regard to whether or not an Earnout Payment is ever earned. With regard to how new and successor products and solutions will be approved and introduced, the parties have discussed that the then partners of the venture capital and growth equity sector team of the private equity asset class team of SSGLP (the “VC and Growth Equity Sector Team”), after good faith consultation with the private equity executive committee of SSGLP, shall make such decisions. Initially, the partners of the VC and Growth Equity Sector Team will be Messrs: Avirett, Borton, Callahan, Coelho, Lim, Xxxxx Xxxxxxx, Xxxxxx Xxxxxxx, and Xxxxxxxxxx and Xx. Xxxx. It is understood and agreed that nothing in this Schedule A or the Earnout Addendum shall confer any employment or similar rights to any individuals and that at all Orders transmitted times Parent retains the ultimate control of the VC and Growth Equity Sector Team and the private equity executive committee of SSGLP, including but not limited to the Issuercomposition thereof. The purpose of this Schedule A is to provide context to the Earnout Addendum with regard to discussions among the parties concerning how decisions will be made relating to new and successor venture capital and growth equity products and solutions of Parent and its Affiliates following the Closing and prior to December 31, whether 2024. This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of , 2021 (the “Effective Date”), by telephoneand among (i) StepStone Group Inc., telecopya Delaware corporation (the “Company”), or other electronic transmission acceptable to Distributor(ii) StepStone Group LP, shall be sent by or under a Delaware limited partnership (the authority “Partnership”), and direction of a person designated by (iii) the Company persons and entities named as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely Class B Holders and Greenspring Holders on the existence of such authority and to assume that any person transmitting Orders for signature pages hereto. Capitalized terms used herein without definition shall have the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act meanings set forth in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorSection 1.1. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Company.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorACIM, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor ACIM shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor ACIM by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorACIM. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of ACIM, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by ACIM or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to ACIM for review and approval before such material is used.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorACIM, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor ACIM shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor ACIM by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorACIM. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts --------- by the Company. (f) The Company shall not, without the written consent of ACIM, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by ACIM or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to ACIM for review and approval before such material is used.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, Owners in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(C) hereof. (d) The Company covenants and agrees that all Orders transmitted to the IssuerIssuers, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Absent actual knowledge to the contrary, Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-308 and 8404 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able make every reasonable effort to do so, it market its Contracts. It will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts. (f) The Company shall not, subject without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then- current prospectus and in current printed sales literature approved by Distributor or the Issuer. (g) Advertising and sales literature with respect to applicable Securities and Exchange Commission rules. In addition, the Issuer or the Funds prepared by the Company shall not impose any feeor its agents, conditionif any, or requirement for the use in marketing shares of the Funds as underlying investment options media to Contract Owners shall be submitted to Distributor for review and approval before such material is used. All such materials shall be directed to Dxxx Tantra, Distributor's advertising compliance manager (or such other person as Distributor may designate in writing) by mail at 4000 Xxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000, or by fax at (000) 000-0000. Such materials shall be accompanied by a request for approval or comments within a reasonable amount of time, which shall not be less than 10 business days from the date delivered to Distributor. The Company agrees to use reasonable efforts to notify Distributor's advertising compliance manager of the delivery of such materials (which includes leaving a voice mail message). If Distributor fails to respond within the time period set forth in the request for review, Company may use such material as submitted without final approval by Distributor. If subsequent to approval by Distributor (or the expiration of the time period set forth in the request for approval), Distributor reasonably determines any such material is or has become inaccurate, rnisleading or otherwise inappropriate, it may request that the Company modify such advertising and sales literature, which the Company will do at the next reprinting of any such materials. If Distributor determines that such material should be modified immediately, Distributor shall notify the Company of such fact and Company shall accommodate Distributor's reasonable requests. In such instances, Distributor shall pay the Company's reasonable out-of-pocket expenses in reprinting any such advertising and sales materials. Notwithstanding anything contained herein, Company shall be responsible for the Contracts that operates compliance of all advertising and sales literature prepared by the Company with all applicable federal, state and NASD requirements (h) The Company will provide to the specific prejudice Distributor at least one complete copy of all registration statements, prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that include a description of or information regarding the Funds VIS-A-VIS promptly after the filing of such document with the SEC or other regulatory authority. (i) Each party will comply with reasonable requests for information and documents regarding the Funds or the other investment media party's compliance with its obligations under this Agreement made available for the Contracts by the Companyother party, by the Funds' Board of Directors or by any appropriate governmental entity or self regulatory organization.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the IssuerTrust, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorFund Parties, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor Fund Parties shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor Fund Parties by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorFund Parties. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Fund Parties, make representations concerning the Trust or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by Fund Parties or the Trust. (g) Advertising and sales literature with respect to the Trust or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Fund Parties for review and written approval before such material is used.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, owners in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorInvestors Research, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor Absent actual knowledge to the contrary, Investors Research shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-308 and 8-404 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be solely responsible for the accuracy, propriety and consequences of all data transmitted to Distributor Investors Research by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorInvestors Research. (e) The Company agrees that, to the extent it is able make every reasonable effort to do so, it market its Contracts. It will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts. (f) The Company shall not, subject without the written consent of Investors Research, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by Investors Research or the Issuer. (g) Advertising and sales literature with respect to applicable Securities the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Investors Research for review and Exchange Commission rulesapproval before such material is used. (h) Investors Research will provide to the Company at least one copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements and all amendments or supplements of any of the above that relate to the Fund promptly after such document becomes effective or eligible for use by the Funds. In addition, Investors Research will provide the Company shall not impose with a copy of any fee, condition, no-action letters or requirement for orders granted or issued to the use Fund by the SEC or other regulatory authorities and Investors Research reasonably believes will materially impact the offering of the Funds as investment options for the Contracts that operates Contracts. (i) The Company will provide to the specific prejudice Investors Research at least one complete copy of all registration statements, prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that include a description of or information regarding the Funds VIS-A-VIS promptly after the filing of such document with the SEC or other investment media made available for the Contracts by the Companyregulatory authority.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(C) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorACIM, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor ACIM shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor ACIM by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorACIM. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission and/or National Association of Security Dealers rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of ACIM, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by ACIM or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company, its agents or ACIM, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to the Company or ACIM for review and approval before such material is used. No such material shall be used if either party reasonably objects to such use within twenty-one (21) business days of receipt of such material.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(C) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorACIM, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor ACIM shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor ACIM by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorACIM. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts --------- by the Company. (f) The Company shall not, without the written consent of ACIM, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by ACIM or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to ACIM for review and approval before such material is used. ACIM shall use its best efforts to conduct all such reviews within 5 business days of its receipt of the materials. If the Company has not received approval of a submitted piece within the 5 business day time frame, a representative of the Company may call the Advertising Compliance Manager at ACIM and that individual, or his or her designated representative, shall provide to the Company representative the status of the review process for that piece and a good faith estimate of the additional time the review may take. In no event shall ACIM take more that 10 business days to conduct a review of such materials under normal circumstances. This subsection shall not apply to any advertising or sales literature produced by the Company if all references in such literature to the Issuer or the Funds are identical to those that appear in the Funds' prospectus(es) or Statement of Additional Information.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each the Account on any Business Day will be based upon instructions that it received from the Contract owners, owners in proper form prior to the Close of Trading of the Exchange on that the previous Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorACIM, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accountsowner of the Account. Distributor Absent actual knowledge to the contrary, ACIM shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-308 and 8-404 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be solely responsible for the accuracy, propriety propriety, and consequences of all data transmitted to Distributor ACIM by the Company by telephone, telecopy telecopy, or other electronic transmission acceptable to DistributorACIM. (e) The Company agrees that, to the extent it is able make every reasonable effort to do so, it market its Contracts. It will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the AccountsAccount. (f) The Company or its employees or agents will not give any information or advice, subject or make any representations or statements on behalf of or concerning the Issuer or the Funds, in connection with the sale of the Contracts unless based upon information or representations contained in the registration statement for the Funds' shares, as such registration statement may be amended or supplemented from time to applicable Securities time, or in reports or proxy statements of the Funds, or in published reports for the Funds that are published in reputable financial publications or approved by ACIM for distribution, or in sales literature or other material provided by ACIM. ACIM agrees to use reasonable efforts to respond to any request for approval on a prompt and Exchange Commission rules. In additiontimely basis. (g) Notwithstanding anything in Section 7(f) above, the Company shall not impose any fee, conditionwill furnish, or requirement will cause to be furnished, to the Issuer or ACIM, each piece of sales literature or other promotional material in which the Funds or the Issuer or ACIM is named, at least ten (10) business days prior to its use. No such material will be used if ACIM reasonably objects to such use. ACIM agrees to use reasonable efforts to respond to any request for approval on a prompt and timely basis. (h) ACIM will furnish or will cause to be furnished to the Company or its designee, each piece of sales literature or other promotional material in which the Company or its Account is named, at least ten (10) business days prior to its use. No such material will be used if the Company reasonably objects to such use. The Company agrees to use reasonable efforts to respond to any request for approval on a prompt and timely basis. (i) ACIM will not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Account, or the Contracts unless based upon information or representations contained in the registration statement for the use of Contracts, as such registration statement may be amended or supplemented from time to time, or in reports for the Funds as investment options Contracts, or in published reports for the Account or the Contracts that operates to are published in reputable financial publications or are approved by the specific prejudice of the Funds VIS-A-VIS the Company for distribution, or in sales literature or other investment media made available for the Contracts material provided by the Company. The Company agrees to use reasonable efforts to respond to any request for approval on a prompt and timely basis. (j) The Company will provide to ACIM at least on complete copy of all registration statements, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that include a description of or information regarding the Funds promptly after the filing of such document with the SEC or other regulatory authority. (k) For purposes of this Section 7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media (e.g., online networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the rules of the National Association of Securities Dealers, Inc. ("NASD"), the 1933 Act or the 1940 Act.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorACIM, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor ACIM shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor ACIM by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorACIM. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts --------- by the Company. (f) The Company shall not, without the written consent of ACIM, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus for the Funds and in current printed sales literature approved by ACIM or the Issuer. (g) ACIM shall not, without the written consent of the Company, make representations concerning the Company or the Contracts except those contained in the then-current prospectus for the Contracts and any other current printed sales literature approved by the Company. (h) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to ACIM for review and approval before such material is used.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized “an appropriate person” as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by Distributor or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Distributor for review and approval before such material is used.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, Owners in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(C) hereof. (d) The Company covenants and agrees that all Orders transmitted to the IssuerIssuers, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Absent actual knowledge to the contrary, Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-308 and 8404 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able make every reasonable effort to do so, it market its Contracts. It will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts. (f) The Company shall not, subject without the written consent of Distributor, make <Page> representations concerning the Issuer or the shares of the Funds except those contained in the then- current prospectus and in current printed sales literature approved by Distributor or the Issuer. (g) Advertising and sales literature with respect to applicable Securities and Exchange Commission rules. In addition, the Issuer or the Funds prepared by the Company shall not impose any feeor its agents, conditionif any, or requirement for the use in marketing shares of the Funds as underlying investment options media to Contract Owners shall be submitted to Distributor for review and approval before such material is used. All such materials shall be directed to Dxxx Tantra, Distributor's advertising compliance manager (or such other person as Distributor may designate in writing) by mail at 4000 Xxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000, or by fax at (000) 000-0000. Such materials shall be accompanied by a request for approval or comments within a reasonable amount of time, which shall not be less than 10 business days from the date delivered to Distributor. The Company agrees to use reasonable efforts to notify Distributor's advertising compliance manager of the delivery of such materials (which includes leaving a voice mail message). If Distributor fails to respond within the time period set forth in the request for review, Company may use such material as submitted without final approval by Distributor. If subsequent to approval by Distributor (or the expiration of the time period set forth in the request for approval), Distributor reasonably determines any such material is or has become inaccurate, rnisleading or otherwise inappropriate, it may request that the Company modify such advertising and sales literature, which the Company will do at the next reprinting of any such materials. If Distributor determines that such material should be modified immediately, Distributor shall notify the Company of such fact and Company shall accommodate Distributor's reasonable requests. In such instances, Distributor shall pay the Company's reasonable out-of-pocket expenses in reprinting any such advertising and sales materials. Notwithstanding anything contained herein, Company shall be responsible for the Contracts that operates compliance of all advertising and sales literature prepared by the Company with all applicable federal, state and NASD requirements (h) The Company will provide to the specific prejudice Distributor at least one complete copy of all registration statements, prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that include a description of or information regarding the Funds VIS-A-VIS promptly after the filing of such document with the SEC or other regulatory authority. (i) Each party will comply with reasonable requests for information and documents regarding the Funds or the other investment media party's compliance with its obligations under this Agreement made available for the Contracts by the Companyother party, by the Funds' Board of Directors or by any appropriate governmental entity or self regulatory organization.

Additional Covenants and Agreements. (ai) Each party Other than the consummation of the transactions contemplated by this Agreement and other transactions in the Ordinary Course of Business, (A) the Company shall comply with not take any action (or cause any Company Subsidiary to take any action) on or prior to the Closing Date that would increase the Tax liability of the Purchaser, the Company or the Company Subsidiaries without the prior written consent of Purchaser or (B) the Purchaser Parent, Purchaser and Surviving Corporation shall not take any action (or cause any Subsidiary of the Surviving Corporation to take any action) on or after the Closing Date that would increase the amount of any indemnification from the Escrow Fund under Section 8.2, except to the extent counsel for the Surviving Corporation determines there is no reasonable basis in Law for positions taken in Returns for Tax periods ending on or prior to the Closing. (ii) The Company shall promptly provide or make available to Purchaser copies of all provisions Tax Returns, reports and information statements that are filed by the Company or any Company Subsidiary after the date of federal this Agreement and state laws applicable prior to its respective activities under this Agreement. All obligations the Closing Date. (iii) The parties hereto agree that the “next day rule” provided by Treasury Regulation Section 1.1502-76(b)(l)(ii)(B) will control the tax treatment of each party the cancellation of Eligible Options and all payments made pursuant to the Option Holder Agreements, and any Tax deduction attributable thereto will be accounted for in the taxable year of the Company ending at Closing. (iv) Any indemnity payment under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior treated as an adjustment to the Close of Trading of Merger Consideration for Tax purposes, unless a final determination (which shall include the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction execution of a person designated by the Company as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption Form 870 or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place successor form) with respect to the use indemnified party or any of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees its affiliates causes any such payment not to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, treated as an adjustment to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement Merger Consideration for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the CompanyUnited States Federal income Tax purposes.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorACIM, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accountsowner of the Account. Distributor ACIM shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor ACIM by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorACIM. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the AccountsAccount, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of ACIM, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by ACIM or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to ACIM for review and approval before such material is used.

Additional Covenants and Agreements. (a) Each party shall comply in all material respects with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION Section 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act "an appropriate person" as used in such capacity. The Company shall maintain Sections 8-107 and 8-401 of the confidentiality of all passwords and security procedures issued, installed or otherwise put in place Uniform Commercial Code with respect to the use transmission of Remote Computer Terminals and assumes full responsibility for instructions regarding Fund shares on behalf of the security thereforowner of such Fund shares. The Company further agrees to be responsible for the accuracy, accuracy and propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then- current prospectus, statement of additional information and in current printed sales literature approved by Distributor or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Distributor for review and approval before such material is used.

Additional Covenants and Agreements. Section 4.1. Throughout the term of this Guaranty, each of the Guarantors shall: a). Pay and discharge promptly, or cause to be paid and discharged promptly, when due and payable, all taxes, assessments and governmental charges or levies imposed upon the Guarantor, the Guarantor's income or any of the Guarantor's property, or upon any part thereof, as well as all claims of any kind (including claims for labor, materials and supplies) which, if unpaid, might by law become a lien or charge upon the Guarantor's property. Notwithstanding the preceding paragraph, each Guarantor may, at the Guarantor's expense and after prior notice to the (name of local jurisdiction), by appropriate proceedings diligently prosecuted, contest in good faith the validity or amount of any such taxes, assessments, governmental charges, levies and claims and during the period of contest, and after notice to the (name of local jurisdiction), may permit the items so contested to remain unpaid. However, if at any time the (name of local jurisdiction) shall notify the Guarantor that, in the opinion of legal counsel satisfactory to the (name of local jurisdiction), by nonpayment of any such items the lien created by the Security Documents as to any part of the Project Facilities will be materially affected or the Project Facilities or any part thereof will be subject to imminent loss or forfeiture, the Guarantor shall promptly pay such taxes, assessments, charges, levies or claims. b). Do or cause to be done all things necessary to preserve and keep in full force and effect the Guarantor's existence and current ownership and the Guarantor's material rights and franchises. c). Maintain and keep the Guarantor's property in good repair, working order and condition and from time to time make all repairs, renewals and replacements which, in the opinion of the Guarantor, are necessary and proper so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this subsection shall prevent the Guarantor from selling or otherwise disposing of any property whenever, in the good faith judgment of the Guarantor, such property is obsolete, worn out, without economic value or unnecessary for the conduct of the business of the Guarantor. d). Keep all of the Guarantor's insurable property insured against loss or damage by fire and other risks, maintain public liability insurance against claims for personal injury, death, or property damage suffered by others upon, in or about any premises occupied by the Guarantor; and maintain all such worker's compensation or similar insurance as may be required under the laws of any state or jurisdiction in which the Guarantor may be engaged in business. All insurance for which provision has been made in this subsection shall be maintained against such risks and in at least such amounts as such insurance is usually carried by persons engaged in the same or similar businesses, and, as applicable, with full replacement cost coverage, and all insurance herein provided for shall be effected and maintained in force under a policy or policies issued by insurers of recognized responsibility, except that the Guarantor may effect worker's compensation or similar insurance in respect of operations in any state or other jurisdiction either through an insurance fund operated by such state or other jurisdiction or by causing to be maintained a system or systems of self-insurance which is in accordance with applicable law. e). Acknowledge the Borrower's obligation, pursuant to the Loan Agreement to provide annual financial statements of the Borrower and each of the Guarantors. The Guarantors shall furnish, on an annual basis at the time of each of the Guarantors’ annual financial statements are prepared, a certificate of the Guarantors’ chief executive officer stating that (a) Each party shall comply no Event of Default has occurred and is continuing and no event or circumstance which would constitute an Event of Default, but for the requirement that notice be given or time elapse or both, has occurred and is continuing, or, if such an Event of Default or such event or circumstance has occurred and is continuing, a statement as to the nature thereof and the action which the Guarantor each propose to take with all provisions of federal respect thereto, and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify no action, suit or proceeding by the other party Guarantor or against the Guarantor at law or in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopyequity, or other electronic transmission acceptable to Distributorbefore any governmental instrumentality or agency, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees thatpending or, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments Guarantor's knowledge; threatened, which, if adversely determined, would materially impair the right or ability of the AccountsGuarantor to perform the transactions contemplated by the Loan Documents or the Lender Loan Documents, subject or would materially and adversely affect the Guarantor's business, operations, properties, assets or condition, all as of the date of such certificate, except as disclosed in such certificate. f). Provide such other information related to applicable Securities the business, properties or the condition or operations, financial or otherwise, of the Guarantor as the (name of local jurisdiction) may reasonably request. h). Forthwith upon learning of any of the following, deliver written notice thereof to the (name of local jurisdiction), describing the same and Exchange Commission rulesthe steps being taken by the Guarantor with respect thereto: (i) the occurrence of an Event of Default or an event or circumstance which would constitute an Event of Default, but for the requirement that notice be given or time elapse or both; or (ii) any action, suit or proceeding by or against the Guarantor at law or in equity, or before any governmental instrumentality or agency, instituted or threatened which, if adversely determined, would materially impair the right or ability of the Guarantor to carry on the business which is contemplated in connection with the Project Facilities or would materially impair the right or ability of the Guarantor to perform the transactions contemplated by the Loan Documents or the Lender Loan Documents, or] would materially and adversely affect the Guarantor's business, operations, properties, assets or condition. Section 4.2. In additionThroughout the term of this Guaranty, each Guarantor shall not: a). Sell, transfer or otherwise dispose of all, or substantially all, of the Company Guarantor's assets; provided, however, that the Guarantor may, without violating the agreement contained in this subsection, sell, transfer or otherwise dispose of all, or substantially all, of the Guarantor’s assets, if the written consent of the (name of local jurisdiction) is obtained, which consent shall not impose be unreasonably withheld. b). Enter into any fee, condition, agreement containing any provision which would be violated or requirement for breached by the use performance of the Funds as investment options for the Contracts that operates Guarantor's obligations hereunder or under any instrument or document delivered or to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts be delivered or to be delivered by the CompanyGuarantor hereunder or in connection herewith.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account the Accounts on any Business Day will be based upon instructions that it received from the Contract owners, owners in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the IssuerFunds' transfer agent, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accountsowner of the Account. Absent actual knowledge to the contrary, Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be solely responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company shall furnish, or shall cause to be furnished, to Distributor, each piece of sales literature or other promotional material in which a Fund, Manager or Distributor is named, at least ten business days prior to its use. No such material shall be used if the Funds, Manager or Distributor reasonably objects in writing to such use within ten business days after receipt of such material. (f) The Company shall not give any information or make any representations or statements on behalf of any Fund or concerning any Fund other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for that Fund, or in sales literature or other promotional material approved by Distributor, except with the permission of Distributor. Distributor agrees thatto respond to any request for approval on a prompt and timely basis. (g) Distributor shall furnish, or shall cause to be furnished, to the extent it Company or its designee, each piece of sales literature or other promotional material in which the Company or the Accounts is able named, at least ten business days prior to do so, it will its use. No such material shall be used if the Company reasonably objects in writing to such use its best efforts to within ten business days after receipt of such material. (h) Neither Distributor nor Manager shall give equal emphasis and promotion to shares any information or make any representations on behalf of the Funds as is given to other underlying investments of Company or concerning the Company, the Accounts, subject or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to applicable Securities and Exchange Commission rules. In additiontime, or in published reports for the Accounts which are in the public domain or approved by the Company shall not impose any fee, conditionfor distribution to Contract owners, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the in sales literature or other investment media made available for the Contracts promotional material approved by the Company, except with the permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis. (i) Distributor will provide to the Company at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, sales literature and other promotional materials, and all amendments to any of the above, that relate to that Fund or its shares, upon the Company's request. (j) The Company will provide to Distributor or Manager at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, solicitations for voting instructions, sales literature and other promotional materials, and all amendments to any of the above, that relate to the Contracts or the Accounts, upon the Distributor's or Manager's request. (k) For purposes of this Section 7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under NASD rules, the Investment Company Act or the Securities Act of 1993 (the "1933 Act").

Additional Covenants and Agreements. (a) Each party shall comply in all material respects with all provisions of federal and state laws and regulations applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, owners in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorInvestors Research, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor Absent actual knowledge to the contrary, Investors Research shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-308 and 8-404 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be solely responsible for the accuracy, propriety and consequences of all data transmitted to Distributor Investors Research by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorInvestors Research. (e) The Company agrees that, to the extent it is able make every reasonable effort to do so, it market its Contracts. It will use its best efforts to give equal emphasis and promotion to shares of the Funds Fund as is given to other underlying investments of the Accounts. (f) The Company shall not, subject without the written consent of Investors Research, make representations concerning the Issuer or the shares of the Fund except those contained in the then-current prospectus and statement of additional information, and in current printed sales literature approved by Investors Research or the Issuer. (g) Advertising and sales literature with respect to applicable Securities the Issuer or the Fund prepared by the Company or its agents, if any, for use in marketing shares of the Fund as underlying investment media to Contract owners shall be submitted to Investors Research for review and Exchange Commission rulesapproval before such material is used. (h) Investors Research will provide to the Company at least one complete copy of all prospectuses, statements of additional information, annual and semi- annual reports, proxy statements and all amendments or supplements to any of the above that relate to the Fund promptly after such document becomes effective or eligible for use by the Fund. In addition, Investors Research will provide the Company shall not impose any fee, condition, with a copy of no-action letters or requirement orders for exemptive relief granted or issued to the use Fund by the SEC that Investors Research reasonably believes will materially impact the offering of the Funds as investment options for Contracts. (i) The Company will provide to Investors Research at least one complete copy of all registration statements, prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the Contracts above that operates relate to the specific prejudice Accounts promptly after the filing of such document with the Funds VIS-A-VIS the SEC or other investment media made available for the Contracts by the Companyregulatory authority.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(d) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Company.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account the Accounts on any Business Day will be based upon instructions that it received from the Contract owners, owners in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the IssuerFunds' transfer agent, whether by telephone, telecopy, or other electronic transmission acceptable to Distributorthe Manager, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accountsowner of the Account. Distributor Absent actual knowledge to the contrary, the Manager shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be solely responsible for the accuracy, propriety and consequences of all data transmitted to Distributor the Manager by the Company by telephone, telecopy or other electronic transmission acceptable to Distributorthe Manager. (e) The Company agrees thatshall furnish, or shall cause to be furnished, to the extent it Manager, each piece of sales literature or other promotional material in which a Fund or the Manager is able named, at least eight business days prior to do soits use. No such material shall be used if the Funds or the Manager reasonably objects in writing to such use within eight business days after receipt of such material. (f) The Company shall not give any information or make any representations or statements on behalf of any Fund or concerning any Fund other than the information or representations contained in the registration statement or prospectus for the Fund shares, it will use its best efforts as such registration statement and prospectus may be amended or supplemented from time to give equal emphasis and promotion to shares time, or in reports or proxy statements for that Fund, or in sales literature or other promotional material approved by the Manager, except with the permission of the Funds as Manager. The Manager agrees to respond to any request for approval on a prompt and timely basis. (g) The Manager shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company or the Accounts is given named, at least ten business days prior to other underlying investments its use. No such material shall be used if the Company reasonably objects in writing to such use within ten business days after receipt of such material. (h) The Manager shall not give any information or make any representations on behalf of the Company or concerning the Company, the Accounts, subject or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to applicable time, or in published reports for the Accounts which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company, except with the permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis. (i) The Manager will provide to the Company at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, sales literature and other promotional materials, and all amendments to any of the above, that relate to that Fund or its shares, upon the Company's request. (j) The Company will provide to the Manager at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, solicitations for voting instructions, sales literature and other promotional materials, and all amendments to any of the above, that relate to the Contracts or the Accounts, upon the Manager's request. (k) For purposes of this Section 7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under NASD rules, the Investment Company Act or the Securities and Exchange Commission rules. In additionAct of 1993 (the "1933 Act"). (1) For so long as the Manager maintains a web site on the Internet, the Company may provide a hyperlink to such site. If the Manager discontinues such web site or no longer maintains copies of Fund prospectuses therein for any reason, the Manager shall not impose any fee, condition, or requirement for the use provide an electronic version of the Funds as investment options for the Contracts that operates Funds' prospectuses to the specific prejudice of Company for use on the Funds VIS-A-VIS the other investment media made available for the Contracts Company's web site, as reasonably requested by the Company.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions Subject to the terms and conditions of federal and state laws applicable to its respective activities under this Agreement. All obligations of , each party will use its reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated hereby and fulfill or obtain the fulfillment of the conditions to Closing. In furtherance of the foregoing, each of the parties shall execute such documents and other papers and perform such further acts as may reasonably be required or desirable to carry out the provisions hereof and the transactions contemplated hereby, and SM Preferred hereby expressly waives any Major Decision rights with respect to pre-IPO transactions and agreements as contemplated by and described in the OP Unit Agreement and this Agreement, but expressly reserving all other rights under the Partnership Agreement are subject and this Agreement, including satisfaction of the conditions to compliance with applicable federal Closing set forth in Section 5 hereof. The parties hereto shall furnish to each other and state lawsto each other’s legal counsel all such information as may be reasonably requested in order to accomplish the foregoing actions, provided such information is not proprietary or confidential. (b) Each party Except as provided herein, the parties to this Agreement shall promptly notify bear their respective direct and indirect expenses incurred in connection with the other party in writing negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby, whether or not the transactions contemplated hereby are consummated, including, but not limited to, all fees and expenses of brokers, agents, representatives, counsel and accountants. Notwithstanding the foregoing, WPT shall be responsible for and shall pay the fee payable to Evercore Group L.L.C. (“Evercore”) in the event amount of $1.0 million in connection with certain financial advisory services provided by Evercore to SM Preferred pursuant to the engagement letter between SM Preferred and Evercore dated September 14, 2017 (the “Evercore Engagement Letter”) and (ii) SM Preferred’s reasonable and documented out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated hereby, whether or not the transactions contemplated hereby are consummated; provided that it issuch expenses shall not exceed $250,000 in the aggregate and such reimbursement payments shall be made by WPT only upon receipt from SM Preferred of invoices documenting such expenses. The REIT and WPT agree to jointly indemnify and hold harmless Evercore and the SM Preferred Released Parties from and against any and all losses, claims, damages, liabilities or expenses to which Evercore and/or any SM Preferred Released Party may become subject related to, arising out of or in connection with the Evercore Engagement Letter (including any pending or threatened claim, action, proceeding or investigation), except to the extent that any such loss, claim, damage, liability or expense (i) arises out of claims, actions proceedings or investigations initiated or joined in by any SM Preferred Released Party, or (ii) is found by a court of competent jurisdiction in a final, non-appealable judgment to have resulted primarily from Evercore’s or any SM Preferred Released Party’s gross negligence, bad faith or willful misconduct. In connection with any indemnification obligation of the REIT and WPT arising from the Evercore Engagement Letter, the REIT and WPT shall have a right of subrogation with respect to any defenses that would have been available to the SM Preferred Released Parties had they been obligated to indemnify Evercore directly pursuant to the Evercore Engagement Letter. Evercore is expressly intended by the parties hereto to be a third party beneficiary of this Section 6(b). Such obligations of the REIT and WPT for indemnification, contribution and reimbursement shall survive the Closing of this Agreement, but not any reason, unable to perform any termination of its obligations under this Agreement. (c) The Company covenants So long as SM Preferred continues to own collectively a number of Acquired REIT Shares representing at least 3% of all outstanding REIT Shares, WPT and agrees that all Orders accepted and transmitted by it hereunder with respect the REIT shall permit SM Preferred to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior designate one representative reasonably acceptable to the Close of Trading REIT as a full member of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf Advisory Board of the AccountsREIT. Distributor WPT and the REIT shall be entitled allow the representative to rely on participate in Advisory Board meetings by telephone if such representative is unable to attend in person, which meetings shall occur concurrently with, and as a part of, the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf meetings of the Company is properly authorized Board of the Trustees of the REIT, except that such Advisory Board member shall not be permitted to act remain in such capacity. The Company shall maintain attendance during those portions of the meetings of the Board of Trustees of the REIT during which are conducted highly confidential matters that would customarily exclude all attendees other than the trustees themselves due to the confidentiality of the subject matter. The SM Preferred designated representative shall receive all passwords notices and security procedures issued, installed or otherwise put in place with respect information supplied to other members of the Advisory Board of the REIT (which notices and information shall generally be identical to the use of Remote Computer Terminals notices and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, information supplied to the extent it members of the full Board of Trustees of the REIT) on a confidential basis; provided that WPT and the REIT reserve the right to withhold certain information from the SM Preferred representative if any such information is able withheld from the other members of the Advisory Board, with WPT and the REIT reserving the right to withhold certain information from all members of the Advisory Board if in the judgement of the Board of Trustees of the REIT the failure to do so, it will use its best efforts to give equal emphasis and promotion to shares so might compromise the attorney-client privilege or potentially result in a conflict of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, conditioninterest, or requirement for the use if such information is of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Companya particularly sensitive and confidential nature.

Additional Covenants and Agreements. 6.1 Conduct of Business of the Company. Except as set forth in Schedule 6.1 to the Company Disclosure Statement, as expressly permitted by this Agreement (including any transaction permitted by Schedule 6.1 to the Company Disclosure Statement), as required by any change in applicable Law, or as otherwise agreed by Parent in writing, during the period from the date of this Agreement to the Closing Date, (i) the Company will, and will cause each of its Subsidiaries to, conduct their businesses in the ordinary course of business consistent with past practice, and (ii) to the extent consistent with the foregoing, the Company will, and will cause each of its Subsidiaries to, use their reasonable best efforts to preserve intact their current business organizations, keep available the service of their current officers and employees, and preserve their relationships with customers, suppliers and others having business dealings with them (but without the obligation to pay any additional compensation to any such officers, employees, customers, suppliers and other persons), in each case with respect to the Company's and its Subsidiaries' current businesses. Without limiting the generality of the foregoing, from and including the date hereof to the Closing Date, the Company will not, and will not permit any of its Subsidiaries to, without the prior written consent of Parent (except to the extent set forth in Schedule 6.1 to the Company Disclosure Statement): (a) Each party shall comply Except for Shares issued upon exercise of Options or other rights outstanding as of the date hereof under Stock Incentive Plans or Company Plans in accordance with all provisions the terms thereof, issue, deliver, sell, dispose of, pledge or otherwise encumber, or authorize or propose the issuance, sale, disposition or pledge or other encumbrance (in each instance, whether through the issuance or granting of federal and state laws applicable options, warrants, commitments, subscriptions, rights to purchase or otherwise) of (A) any additional shares of its respective activities under this Agreement. All obligations capital stock of each party under this Agreement are subject any class, or any Voting Debt or any securities or rights convertible into, exchangeable for, or evidencing the right to compliance with applicable federal and state laws.subscribe for any shares of its capital stock or Voting Debt or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock or Voting Debt or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock, or (B) any other securities in respect of, in lieu of, or in substitution for, Shares outstanding on the date hereof; (b) Each party shall promptly notify the other party in writing in the event that it isRedeem, for any reasonpurchase or otherwise acquire, unable or propose to perform redeem, purchase or otherwise acquire, any of its obligations under this Agreement.outstanding securities, other than pursuant to existing agreements requiring the Company to repurchase or acquire any shares of its capital stock (provided that such repurchase or acquisition is in accordance with the terms of such agreement as in effect on the date hereof); (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with Split, combine, subdivide or reclassify any shares of its capital stock or declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution in respect to each Account on of any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close shares of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders its capital stock or otherwise maintain records that will enable make any payments to stockholders in their capacity as such (other than dividends or distributions paid by any Wholly Owned Subsidiary of the Company to demonstrate compliance with SECTION 9(c) hereof.the Company or another Wholly Owned Subsidiary of the Company); (di) The Company covenants and agrees that all Orders transmitted grant any increases in the compensation of any of its directors, officers or employees, except for increases granted to employees other than officers in the Issuerordinary course of business consistent with past practice, whether by telephone(ii) pay or award or agree to pay or award any pension, telecopyretirement allowance, or other electronic transmission acceptable to Distributornon-equity incentive awards, shall be sent or other employee benefit, not required by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized Plans to act any current or former director, officer or employees, whether past or present, or to any other Person, except for payments or awards to current employees other than officers that are in the ordinary course of business, consistent with past practice, (iii) pay or award or agree to pay or award any stock option or equity incentive awards, (iv) enter into any new or amend any existing employment agreement with any director, officer or employee, (v) enter into any new or amend any existing severance agreement with any current or former director, officer or employee, or (vi) become obligated under any new Company Plan which was not in existence on the date hereof, or amend any such capacity. The Company shall maintain Plan in existence on the confidentiality of all passwords and security procedures issueddate hereof, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to except as may be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor contemplated by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor.this Agreement; (e) The Company agrees thatAdopt a plan of complete or partial liquidation, to the extent it is able to do sodissolution, it will use its best efforts to give equal emphasis and promotion to shares merger, consolidation, restructuring, recapitalization or other reorganization of the Funds as is given to other underlying investments Company or any Subsidiary of the AccountsCompany (other than the Merger); (f) Make any acquisition, subject to applicable Securities by means of stock or asset purchase, recapitalization, merger, consolidation or otherwise, of (i) any direct or indirect ownership interest in or assets comprising any business enterprise or operation or (ii) except in the ordinary course and Exchange Commission rules. In additionconsistent with past practice, any other assets; provided that such acquisitions do not and would not prevent or materially delay the consummation of the Merger; (i) dispose of any interest in any material business enterprise or operation of the Company shall not impose or any fee, condition, of its Subsidiaries; (ii) make any other disposition of any other direct or requirement for the use indirect ownership interest in any material assets of the Funds as investment options for the Contracts that operates to the specific prejudice Company or any of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Company.its Subsidiaries; or

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorACM, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor ACIM shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor ACIM by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorACIM. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company will furnish, or will cause to be furnished, to ACIM each piece of sales literature or other promotional material in which the Issuer or ACIM is named, at least fifteen (15) Business Days prior to its intended use. No such sales literature or promotional material will be used if ACIM objects to its use in writing within ten (10) Business Days after receipt of such material. (g) ACIM will furnish, or will cause to be furnished, to the Company, each piece of sales literature or other promotional material in which the Company or its Separate Accounts are named, at least fifteen (15) Business Days prior to its intended use. No such material will be used if the Company objects to its use in writing within ten (10) Business Days after receipt of such material. (h) The Company, its affiliates and agents shall not, without the written consent of ACIM, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by ACIM or the Issuer. ACIM, its affiliates and agents, shall not, without the written consent of the Company, make representations concerning the Company, the Account or the Contracts except those contained in the then-current registration statement, prospectus or private offering memorandum and in current printed sales literature or other promotional material produced or approved by the Company or its designee. (i) For purposes of this Agreement, the phrase "sales literature or other promotional material" or words of similar import include, without limitation, advertisements (such as material published, or designed for use, in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures or other public media), sales literature (such as any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, or reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports and proxy materials, and any other material constituting sales literature or advertising under National Association of Securities Dealers, Inc. (the "NASD") rules, the 1940 Act or the Securities Act of 1933. (j) ACIM will notify the Company as soon as reasonably practicable if a Fund has ceased to be qualified as a regulated investment company under Subchapter M of the Code.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorACIM, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor ACIM shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor ACIM by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorACIM. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the --------- Company. (f) The Company will furnish, or will cause to be furnished, to ACIM each piece of sales literature or other promotional material in which the Issuer or ACIM is named, at least fifteen (15) Business Days prior to its intended use. No such sales literature or promotional material will be used if ACIM objects to its use in writing within ten (10) Business Days after receipt of such material. (g) ACIM will furnish, or will cause to be furnished, to the Company, each piece of sales literature or other promotional material in which the Company or its Separate Accounts are named, at least fifteen (15) Business Days prior to its intended use. No such material will be used if the Company objects to its use in writing within ten (10) Business Days after receipt of such material. (h) The Company, its affiliates and agents shall not, without the written consent of ACIM, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by ACIM or the Issuer. ACIM, its affiliates and agents, shall not, without the written consent of the Company, make representations concerning the Company, the Account or the Contracts except those contained in the then-current registration statement, prospectus or private offering memorandum and in current printed sales literature or other promotional material produced or approved by the Company or its designee. (i) For purposes of this Agreement, the phrase "sales literature or other promotional material" or words of similar import include, without limitation, advertisements (such as material published, or designed for use, in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures or other public media), sales literature (such as any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, or reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports and proxy materials, and any other material constituting sales literature or advertising under National Association of Securities Dealers, Inc. (the "NASD") rules, the 1940 Act or the Securities Act of 1933. (j) ACIM will notify the Company as soon as reasonably practicable if a Fund has ceased to be qualified as a regulated investment company under Subchapter M of the Code.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8( c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefortherefore. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorDistributor . (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by Distributor or the Issuer . (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Distributor for review and approval before such material is used.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, . unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(C) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-40 1 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by Distributor or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Distributor for review and approval before such material is used.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorACIM, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor ACIM shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor ACIM by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorACIM. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of ACIM, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by ACIM or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to ACIM for review and approval before such material is used. ACIM shall use its best efforts to conduct all such reviews within 5 business days of its receipt of the materials. If the Company has not received approval of a submitted piece within the 5 business day time frame, a representative of the Company may call the Advertising Compliance Manager at ACIM and that individual, or his or her designated representative, shall provide to the Company representative the status of the review process for that piece and a good faith estimate of the additional time the review may take. In no event shall ACIM take more that 10 business days to conduct a review of such materials under normal circumstances. This subsection shall not apply to any advertising or sales literature produced by the Company if all references in such literature to the Issuer or the Funds are identical to those that appear in the Funds' prospectus(es) or Statement of Additional Information.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each the Account on any Business Day will be based upon instructions that it received from the Contract owners, owners in proper form prior to the Close of Trading of the Exchange on that the previous Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorACIM, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accountsowner of the Account. Distributor Absent actual knowledge to the contrary, ACIM shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-308 and 8-404 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be solely responsible for the accuracy, propriety propriety, and consequences of all data transmitted to Distributor ACIM by the Company by telephone, telecopy telecopy, or other electronic transmission acceptable to DistributorACIM. (e) The Company agrees that, to the extent it is able make every reasonable effort to do so, it market its Contracts. It will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the AccountsAccount. (f) The Company or its employees or agents will not give any information or advice, subject or make any representations or statements on behalf of or concerning the Issuer or the Funds, in connection with the sale of the Contracts unless based upon information or representations contained in the registration statement for the Funds' shares, as such registration statement may be amended or supplemented from time to applicable Securities time, or in reports or proxy statements of the Funds, or in published reports for the Funds that are published in reputable financial publications or approved by ACIM for distribution, or in sales literature or other material provided by ACIM. ACIM agrees to use reasonable efforts to respond to any request for approval on a prompt and Exchange Commission rules. In additiontimely basis. (g) Notwithstanding anything in Section 7(f) above, the Company shall not impose any fee, conditionwill furnish, or requirement will cause to be furnished, to the Issuer or ACIM, each piece of sales literature or other promotional material in which the Funds or the Issuer or ACIM is named, at least ten (10) business days prior to its use. No such material will be used if ACIM reasonably objects to such use. ACIM agrees to use reasonable efforts to respond to any request for approval on a prompt and timely basis. (h) ACIM will furnish or will cause to be furnished to the Company or its designee, each piece of sales literature or other promotional material in which the Company or its Account is named, at least ten (10) business days prior to its use. No such material will be used if the Company reasonably objects to such use. The Company agrees to use reasonable efforts to respond to any request for approval on a prompt and timely basis. (i) ACIM will not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Account, or the Contracts unless based upon information or representations contained in the registration statement for the use of Contracts, as such registration statement may be amended or supplemented from time to time, or in reports for the Funds as investment options Contracts, or in published reports for the Account or the Contracts that operates to are published in reputable financial publications or are approved by the specific prejudice of the Funds VIS-A-VIS the Company for distribution, or in sales literature or other investment media made available for the Contracts material provided by the Company. The Company agrees to use reasonable efforts to respond to any request for approval on a prompt and timely basis. (j) The Company will provide to ACIM at least one complete copy of all registration statements, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that include a description of or information regarding the Funds promptly after the filing of such document with the SEC or other regulatory authority. (k) For purposes of this Section 7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media (e.g., online networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the rules of the National Association of Securities Dealers, Inc. ("NASD"), the 1933 Act or the 1940 Act.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company Society covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company Society shall time stamp all Orders or otherwise maintain records that will enable the Company Society to demonstrate compliance with SECTION 9(c) hereof. (d) The Company Society covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company Society as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company Society is properly authorized to act in such capacity. The Company Society shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company Society further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company Society by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company Society agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company Society shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the CompanySociety.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accountsowner of the Account. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the AccountsAccount, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by Distributor or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Distributor for review and approval before such material is used.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, . unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-40 1 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by Distributor or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Distributor for review and approval before such material is used.

Additional Covenants and Agreements. (a) Each party A. As of the Closing Date, Seller shall comply with be deemed to have assigned to Purchaser all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. right, title and interest in and to such warranties (cexpress and implied) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder continue in effect with respect to each Account on any Business Day will be based upon instructions of the Purchased Assets, and to have nominated Purchaser as such party's true and lawful attorney to enforce such warranties against such manufacturers, and such party shall execute and deliver such specific assignments of such warranty rights as Purchaser may reasonably request. B. Purchaser shall have the exclusive right to represent itself as the purchaser of the Purchased Assets of Seller's laboratory business provided, however, that it received from the Contract owners, such representations shall not in proper form prior any manner attempt to convey to the Close public or to any of Trading of the Exchange on Seller's customers or former customers that Business Day. The Company shall time stamp all Orders Purchaser is acting for or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of Seller. All statements and releases concerning this Agreement and the Accounts. Distributor transactions contemplated hereby which are intended or designed to be disseminated to any third party shall be entitled subject to rely on the existence prior written approval of such authority Purchaser and to assume Seller, provided, however that any person transmitting Orders for party may make any public disclosure required by applicable law or any listing or trading agreement concerning its publicly-traded securities (in which case the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it disclosing party will use its best efforts to advise the other parties prior to making the disclosure and give equal emphasis the other parties an opportunity to comment). C. From and promotion after the Closing, Purchaser shall be entitled to shares all of the Funds as is given books, records, [specimens] and other documents and items of Seller pertaining to other underlying investments the Purchased Assets (the "Records") and the customers listed on the Customer List; provided, however, that Seller shall have the right to keep all of the AccountsRecords necessary for Seller to bill xxx collect the Seller's accounts receivable until such time as Seller determines that its collection efforts with respect to such accounts receivable are complete (the "Collection Period"). Purchaser agrees that, subject from and after the Closing, Seller may contact customers listed on the Customer List for the purpose of obtaining information related to billing and collection of accounts receivable and any inquiries by third party payors or government authorities. During the Collection Period, Seller shall afford Purchaser and its agents and representatives with access to the Records retained by Seller. After the Collection Period, Seller shall transfer all of the Records retained to Purchaser and Purchaser shall afford Seller and its agents and representatives with access to all Records thereafter. Purchaser shall maintain all Records for the period of time required by Michigan and United States laws and shall assure complete confidentiality with regard thereto except where disclosure is required by law. The parties agree that no portion of the Purchase Price is allocated to purchase of medical records. D. It is understood and agreed that Seller and Purchaser will not comply with the provisions of the "Bulk Sales Law" or similar provisions of the laws of any state insofar as they may be applicable Securities to the transactions contemplated by this Agreement. Seller agrees to pay and Exchange Commission rules. In additiondischarge, promptly and diligently, when due, or to contest or litigate all claims of creditors which could be asserted against Purchaser or the Company Purchased Assets by reason of such noncompliance, to indemnify, defend at its own expense and hold Purchaser harmless from and against any and all such claims and, upon receipt of written notice from Purchaser of the existence thereof, to take promptly all necessary action to remove or cause to be removed any lien or encumbrance which may be placed on any of the Purchased Assets by a creditor of Seller by reason of such noncompliance. E. The parties agree that Seller's accounts receivable shall not impose be included among the Purchased Assets. The parties agree that if either party receives payment for services provided by the other party, such party shall promptly (no later than two weeks) turn such payment over to the party to whom the payment is owed. F. Purchaser assumes responsibility for taking all necessary action, at its own expense to obtain, transfer or continue any feelicenses, conditionpermits or other governmental approvals necessary to the operation of its business at Seller's former laboratory facility. Seller agrees to cooperate fully in the obtaining transfer or continuance of such licenses, permits or approvals. G. With regard to work in process at Closing, each party agrees that Purchaser shall be responsible for completing performance for all tests received prior to the Closing Date. H. Seller shall use its best efforts as requested by Purchaser to address any customer concerns relating to this transaction. Seller shall, among other efforts, meet with customers and Purchaser when so requested by Purchaser. Prior to the Closing Date, Seller agrees not to dispose of significant laboratory assets, or requirement for the use incur significant unusual liabilities, or otherwise engage in significant transactions relating to its laboratory business outside of the Funds as investment options for the Contracts that operates ordinary course of its laboratory business. I. Prior to the specific prejudice Closing Date, Purchaser shall be entitled, upon reasonable request, through its employees and representatives, including, without limitation, its attorneys, to perform an investigation (including but not limited to Health Care Compliance Issues) of the Funds VIS-A-VIS assets, properties, business, and operations of Seller, including a review of Seller's books, records, and financial condition including, but not limited to actual and existing minute books and stock records of Seller which are in the other investment media made available for current possession and control of the Contracts present officers of Seller. Any such investigation and review shall be conducted at reasonable times and under reasonable circumstances. Purchaser agrees that any such investigation or review shall not unreasonably interfere with the ongoing operations of Seller. Seller will cooperate and shall cause its officers, employees, consultants, agents, accountants, and attorneys to cooperate with such employees and representatives in connection with such review and investigation. If this Agreement terminates, Purchaser shall keep confidential and shall not use in any manner any information or documents obtained from Seller concerning its assets, properties, business, and operations. If this Agreement terminates, any documents and copies thereof obtained by the CompanyPurchaser from Seller shall be promptly returned to Seller.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on SSA-1nsurance.Mix.The Prindpd.3 March 18,1959 that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(ccompliancewith Section 8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorACIM, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accountsowner of the Account. Distributor ACIM shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructionsregarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of consequencesof all data transmitted to Distributor ACIM by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorACIM. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the AccountsAccount, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. ( The Company shall not, without the written consent of ACIM, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by ACTM or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares OT the Funds as underlying investment media to Contract owners shall be submitted to ACIM for review and approval before such material is used.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(C) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorACIM, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor ACIM shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor ACIM by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorACIM. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of ACIM, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by ACIM or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to ACIM for review and approval before such material is used.

Additional Covenants and Agreements. The Company, ----------------------------------- Holdings and Sixty Eighty covenant and agree as follows: (a) Each party The Company shall comply not (i) hold any operating assets or other properties, (ii) engage in or conduct any business or operations (other than owning common partnership interests in Holdings (currently representing 10% of the aggregate common limited partnership interests of Holdings), (iii) own any Capital Interests in any other Person, other than the common limited partnership interests in Holdings and (iv) incur or become liable for any indebtedness or become liable for any other obligation, contingent or otherwise, other than in connection with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal , the Registration Rights and state lawsPartners' Agreement, the Purchase Agreement, and the Warrant Purchase Agreement. (b) Each party The Company shall promptly notify the not (i) authorize any shares of capital stock of any class or series or (ii) directly or indirectly, issue, sell or otherwise dispose of any shares of its capital stock (other party in writing than, in the event that it iscase of each of (i) and (ii), shares of Common Stock owned by Sixty Eighty on the date hereof and shares to be issued in exchange for any reason, unable to perform any of its obligations under Warrants in accordance with this Agreement). (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from shall not amend its certificate of incorporation or by-laws without the Contract owners, in proper form prior to the Close consent of Trading not less than a majority of the Exchange on that Business Day. Holders of all Warrants issued hereunder and Holdings. (i) The Company shall time stamp all Orders take such action required to maintain any applicable exemption from registration provided by the Securities Act, the Investment Company Act and applicable state securities laws for the issuance of shares of Common Stock, as evidenced by an opinion of counsel to the Company, delivered to the Warrant Agent, in order that the issuance and delivery of the shares of Common Stock upon exchange of the Warrants will not violate the Securities Act, the Investment Company Act or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof.applicable state securities laws; and (dii) The Holdings shall take such action required to maintain any applicable exemption from registration provided by the Securities Act, the Investment Company covenants Act and agrees that all Orders transmitted applicable state securities laws for the issuance of shares of common stock of the Successor Corporation, as evidenced by an opinion of counsel to the IssuerSuccessor Corporation, whether by telephone, telecopydelivered to the Warrant Agent, or other electronic transmission acceptable will cause the Successor Corporation to Distributor, shall be sent by or under register and otherwise qualify the authority and direction shares of a person designated by the Company as being duly authorized to act on behalf common stock of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders Successor Corporation issuable in exchange for the purchase, redemption or transfer of Fund shares on behalf Warrants pursuant to the provisions of the Securities Act, the Investment Company is properly authorized Act and pursuant to act applicable state securities laws in such capacity. The Company shall maintain order that the confidentiality issuance and delivery of all passwords and security procedures issued, installed or otherwise put the shares of common stock of the Successor Corporation in place with respect to the use of Remote Computer Terminals and assumes full responsibility exchange for the security therefor. The Warrants will not violate the Securities Act, the Investment Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy Act or other electronic transmission acceptable to Distributorapplicable state securities laws. (e) The Company agrees that(i) Holdings shall, as required under the Registration Rights and Partners' Agreement, deliver written notice to the extent it is able to do soCompany of each Proposed Tag-Along Transfer (such notice, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISa "Proposed Tag-A-VIS the other investment media made available for the Contracts by the CompanyAlong Notice").

Additional Covenants and Agreements. (a) Each In addition to complying with the specific provisions of this Agreement, each party shall comply in all material respects with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, owners in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer's transfer agent, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorIssuer's transfer agent, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Absent actual knowledge to the contrary, Distributor and Issuer's transfer agent shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be solely responsible for the accuracy, propriety and consequences of all data transmitted to Distributor or the Funds' transfer agent by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorDistributor or the Funds' transfer agent. (e) The Company agrees that, to the extent it is able make every reasonable effort to do so, it market its Contracts. It will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the . (i) The Company shall not impose any feenot, conditionwithout the written consent of Distributor, make representations concerning the Issuer or requirement for the use shares of the Funds as investment options except those contained in the then-current prospectus and Statement of Additional Information and in current printed sales literature approved by Distributor, ACIM or the Issuer. (ii) Distributor, ACIM the Issuer, and their agents shall not, without the written consent of the Company, make written representations concerning the Company, the Account, or the Contracts except those contained in the then-current prospectus and Statement of Additional Information for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available and in current printed sales literature for the Contracts approved by the Company. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds to Contract owners as underlying investment media for the Contracts shall be submitted to Distributor for review and approval before such material is used. Distributor agrees to respond to requests for review and approval of such material within a reasonable amount of time. (i) The Company shall provide to Distributor at least one complete copy of all registration statements, prospectuses, statements of additional information, annual and semi-annual reports, and all amendments or supplements to any of the above that include a description of or information regarding the Funds promptly after the filing of such document with the SEC or other regulatory authority. (ii) Distributor shall provide to the Company at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that include a description of or information regarding the Company or the Contracts promptly after the filing of such document with the SEC or other regulatory authority. (iii) Distributor shall provide Company with at least 60 days' prior written notice of any change in the name of a Fund in order to enable Company to control its inventory of marketing and other Fund materials.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing if one of its representations is no longer true, and in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account Plan on any Business Day will be based upon instructions that it received from the Contract ownersPlan, the Participants, or a Plan’s sponsor and/or authorized committee, in proper form prior to the Close of Trading of the Exchange relevant Fund’s Price Time on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. Further, upon reasonable request by Distributor, the Company will provide evidence reasonably satisfactory to the Funds’ Board of Directors to demonstrate its compliance with Rule 22c-1 requirements and provide the requester with copies of its internal control report, if one is obtained. (d) The Company covenants and agrees that all Orders transmitted to the IssuerIssuers, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized “an appropriate person” as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of investment options available to the AccountsPlans, subject to applicable Securities and Exchange Commission and National Association of Securities Dealers, Inc. rules. In addition, the Company shall not impose any fee, condition, or requirement for the use by a Plan of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts to such Plan by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuers or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by Distributor or the Issuers. (g) Advertising and sales literature with respect to the Issuers or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds to the Plans or othenvise educating Participants shall be submitted to Distributor for review and approval before such material is used. (h) The Company agrees that, to the extent any abusive trading is identified in any Account invested in any Fund, whether or not that Fund is a Redemption Fee Fund (as defined below), the Company will cooperate with the Distributor in acting to eliminate such abusive trading.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, . unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, owners in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the IssuerFunds' transfer agent, whether by telephone, . telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Absent actual knowledge to the contrary, Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, . installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be solely responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees thatshall furnish. or shall cause to be furnished, to Distributor. each piece of sales literature or other promotional material in which a Fund. Manager or Distributor is named. at least ten business days prior to its use. No such material shall be used if the extent it is able Fund, Manager or Distributor reasonably objects in writing to do so, it will such use its best efforts to give equal emphasis and promotion to shares within ten business days after receipt of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the such material. (f) The Company shall not impose give any feeinformation or make any representations or statements on behalf of a Fund or concerning a Fund other than the information or representations contained in the registration statement or prospectus for the Fund shares, conditionas such registration statement and prospectus may be amended or supplemented from time to time. or in reports or proxy statements for a Fund. or in sales literature or other promotional material approved by Distributor. except with the permission of Distributor. Distributor agrees to respond to any request for approval on a prompt and timely basis. (g) Distributor shall furnish. or shall cause to be furnished. to the Company or its designee, each piece of sales literature or other promotional material in which the Company or the Account is named. at least ten business days prior to its use. No such material shall be used if the Company reasonably objects in writing to such use within ten business days after receipt of such material. (h) Neither Distributor nor Manager shall give any information or make any representations on behalf of the Company or concerning the Company, each Account, or requirement the Contracts other than the information or representations contained in a registration statement or prospectus for the use of Contracts. as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the Funds as investment options public domain or approved by the Company for the Contracts that operates distribution to the specific prejudice of the Funds VIS-A-VIS the Contract owners, or in sales literature or other investment media made available for the Contracts promotional material approved by the Company, except with the permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis. (i) Distributor will provide to the Company at least one complete copy of all registration statements, prospectuses, statements of additional information. reports, proxy statements. sales literature and other promotional materials. and all amendments to any of the above, that relate to any Fund or its shares, upon the Company's request. (j) The Company will provide to Distributor or Manager at least one complete copy of all registration Statements, prospectuses, statements of additional information. reports, solicitations for voting instructions, sales literature and other promotional materials, and all amendments to any of the above. that relate to the Contracts or each Account, upon Distributor's or Manager's request. (k) For purposes of this Section 7, the phrase "sales literature or other promotional material” includes, but is not limited to, advertisements (such as material published. or designed for use in, a newspaper, magazine, or other periodical. radio, television. telephone or tape recording, videotape display, signs or billboards. motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public. including brochures, circulars. research reports. market letters. reprints or excerpts of any other advertisement. sales literature. or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees. prospectuses. statements of additional information. shareholder reports, and proxy materials and any other material constituting sales literature or advertising under NASO rules. the Investment Company Act or the Securities Act of 1933 (the”1993 Act").

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing if one of its representations is no longer true, and in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account Plan on any Business Day will be based upon instructions that it received from the Contract ownersPlan, the Participants, or a Plan's sponsor and/or authorized committee, in proper form prior to the Close of Trading of the Exchange relevant Fund's Price Time on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. Further, upon reasonable request by Distributor, the Company will provide evidence reasonably satisfactory to the Funds' Board of Directors to demonstrate its compliance with Rule 22c-1 requirements and provide the requester with copies of its internal control report, if one is obtained. (d) The Company covenants and agrees that all Orders transmitted to the IssuerIssuers, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefortherefore. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of investment options available to the AccountsPlans, subject to applicable Securities and Exchange Commission and National Association of Securities Dealers, Inc. rules. In addition, the Company shall not impose any fee, condition, or requirement for the use by a Plan of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts to such Plan by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuers or the shares of the Funds except those contained in the then- current prospectus and in current printed sales literature approved by Distributor or the Issuers. (g) Advertising and sales literature with respect to the Issuers or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds to the Plans or otherwise educating Participants shall be submitted to Distributor for review and approval before such material is used. (h) The Company agrees that, to the extent any abusive trading is identified in any Account invested in any Fund, whether or not that Fund is a Redemption Fee Fund (as defined below), the Company will cooperate with the Distributor in acting to eliminate such abusive trading.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account the Accounts on any Business Day will be based upon instructions that it received from the Contract owners, owners in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the IssuerFunds' transfer agent, whether by telephone, telecopy, or other electronic transmission acceptable to Distributorthe Manager, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accountsowner of the Account. Distributor Absent actual knowledge to the contrary, the Manager shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be solely responsible for the accuracy, propriety and consequences of all data transmitted to Distributor the Manager by the Company by telephone, telecopy or other electronic transmission acceptable to Distributorthe Manager. (e) The Company agrees thatshall furnish, or shall cause to be furnished, to the extent it Manager, each piece of sales literature or other promotional material in which a Fund or the Manager is able named, at least eight business days prior to do soits use. No such material shall be used if the Funds or the Manager reasonably objects in writing to such use within eight business days after receipt of such material. (f) The Company shall not give any information or make any representations or statements on behalf of any Fund or concerning any Fund other than the information or representations contained in the registration statement or prospectus for the Fund shares, it will use its best efforts as such registration statement and prospectus may be amended or supplemented from time to give equal emphasis and promotion to shares time, or in reports or proxy statements for that Fund, or in sales literature or other promotional material approved by the Manager, except with the permission of the Funds as Manager. The Manager agrees to respond to any request for approval on a prompt and timely basis. (g) The Manager shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company or the Accounts is given named, at least ten business days prior to other underlying investments its use. No such material shall be used if the Company reasonably objects in writing to such use within ten business days after receipt of such material. (h) The Manager shall not give any information or make any representations on behalf of the Company or concerning the Company, the Accounts, subject or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to applicable time, or in published reports for the Accounts which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company, except with the permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis. (i) The Manager will provide to the Company at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, sales literature and other promotional materials, and all amendments to any of the above, that relate to that Fund or its shares, upon the Company's request. (j) The Company will provide to the Manager at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, solicitations for voting instructions, sales literature and other promotional materials, and all amendments to any of the above, that relate to the Contracts or the Accounts, upon the Manager's request. (k) For purposes of this Section 7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i. e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under NASD rules, the Investment Company Act or the Securities and Exchange Commission rules. In additionAct of 1993 (the "1933 Act"). (1) For so long as the Manager maintains a web site on the Internet, the Company may provide a hyperlink to such site. If the Manager discontinues such web site or no longer maintains copies of Fund prospectuses therein for any reason, the Manager shall not impose any fee, condition, or requirement for the use provide an electronic version of the Funds as investment options for the Contracts that operates Funds' prospectuses to the specific prejudice of Company for use on the Funds VIS-A-VIS the other investment media made available for the Contracts Company's web site, as reasonably requested by the Company.

Additional Covenants and Agreements. 5.1 Conduct of Business by the Company. From the date of this Agreement to the Effective Time, the Company will operate its business and cause each Company Subsidiary to operate its business in the ordinary course and consistent with past practices. The Company will use all reasonable efforts to preserve intact the present business organizations of the Company, the Bank and each Non-Bank Subsidiary and maintain in effect all material licenses, permits and approvals of governmental authorities and agencies necessary for the conduct of its present business. Except as otherwise contemplated by this Agreement or as otherwise consented to or approved by Purchaser in writing, none of the Company, the Bank or any Non-Bank Subsidiary shall: (a) Each party issue, sell, purchase or redeem or commit or agree to issue, sell, purchase or redeem any shares of its capital stock other than shares issued pursuant to the exercise of stock options outstanding on the date hereof, or any Voting Debt; or issue or create or grant any options, warrants or rights to purchase shares of its common stock; or issue, sell or authorize the issuance or sale of securities of any kind convertible into or exchangeable for shares of its capital stock or any Voting Debt; or declare, set aside or pay any dividend or make any distribution in respect of its capital stock other than regular quarterly cash dividends payable by the Company on dates consistent with dividend payment practices during 1995 not to exceed $.20 per share of Company Common Stock per quarter, except that the Bank and the Non-Bank Subsidiary may pay dividends to the Company in amounts sufficient to enable the Company to pay its ordinary operating expenses and its accrued liabilities, including (but not limited to) litigation expenses and accounting, legal, printing, investment banking, environmental testing and regulatory application fees, expenses and costs relating to the transactions contemplated hereby, provided, however, that no dividend shall comply with all provisions of federal and state laws applicable be paid by the Bank or any Non- Bank Subsidiary if it is necessary for such entity to its respective activities under this Agreement. All obligations of each party under this Agreement are subject borrow funds to compliance with applicable federal and state laws.pay the dividend; (b) Each party shall promptly notify the other party in writing amend its Certificate or Articles of Incorporation (in the event that it iscase of the Company or any Company Subsidiary), for Charter (in the case of the Bank) or Bylaws or issue or agree to issue any reason, unable to perform any additional shares of its obligations capital stock or issue or create any warrants, obligations, subscriptions, options, convertible security, or other commitments under this Agreement.which additional shares of its capital stock of any class might be directly or indirectly authorized or issued except in connection with options previously granted under the Company Incentive Plans; (c) The Company covenants make any general or unusual increase in compensation or rate of compensation payable or to become payable to hourly, salaried or commissioned employees or officers, except for those which are normal, reasonable and agrees that all Orders accepted and transmitted consistent with past practices or as required by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, or specifically provided for by contracts in proper form prior to the Close of Trading existence as of the Exchange date hereof, nor enter into any written or oral employment agreement which by its terms cannot be terminated on that Business Day. The Company shall time stamp all Orders thirty (30) days' notice or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof.less without penalty; (d) The Company covenants and agrees that all Orders transmitted accrue, set aside, or pay to the Issuerany officer or employee any bonus, whether by telephoneprofit-sharing, telecopyseverance, retirement, insurance, death, fringe benefit, or other electronic transmission acceptable extraordinary compensation (except pursuant to Distributorpension, shall be sent by profit-sharing, bonus and other fringe benefit plans, agreements and arrangements presently in effect and in accordance with past practices) or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that adopt or amend any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor.employee benefit plan; (e) The commit to purchase, purchase or otherwise acquire any derivative or synthetic mortgage product or enter into any interest rate swap transaction; (f) except for loans secured by one-to-four family residences in amounts less than $1 million, make any loan, loan commitment or renewal or extension thereof to any Person which would, when aggregated with all outstanding loans, commitments for loans or renewals or extensions thereof made by the Bank to such Person and such Person's Immediate Family and Affiliates, exceed $500,000; provided, however, that Purchaser shall be deemed to have consented to any such loan or commitment if it has not objected thereto within five (5) business days after receiving written notice thereof; (g) acquire any business entity or assets thereof, except as it relates to a foreclosure or other exercise of creditor's rights in the usual and ordinary course of its business; (h) enter into any contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets in a single transaction in excess of $500,000 in aggregate value (including, but not limited to, options or commodities or any tangible real or personal properties of the Company agrees thator any Company Subsidiary), except for the origination, purchase and sale of mortgage loans and loan participations and the purchase and sale of readily marketable investment securities in the ordinary course of business and consistent with past practices, and sales of real estate owned and other repossessed properties or acceptance of a deed in lieu of foreclosure; (i) make any one capital expenditure or any series of related capital expenditures (other than emergency repairs and replacements), the amount or aggregate amount of which (as the case may be) is in excess of $500,000; (j) file, withdraw, or fail to renew any applications for additional branches or to relocate operations from existing locations; (k) create or incur any liabilities in excess of $500,000, other than the taking of deposits and other liabilities incurred in the ordinary course of business and consistent with past practices or as contemplated or permitted by or in connection with this Agreement and the consummation of the Merger; (l) create or incur or suffer to exist any mortgage, lien, pledge, security interest, charge, encumbrance or restriction of any kind against or in respect of any property or right of the Company or any Company Subsidiary securing any obligation in excess of $500,000, except for pledges or security interests given in connection with the acceptance of repurchase agreements or government deposits or Federal Home Loan Bank borrowings; (m) make or become a party to any contract or commitment in excess of $500,000, or renew, extend, amend or modify any contract or commitment in excess of $500,000, except in the usual and ordinary course of business or as otherwise contemplated or permitted by this Agreement; (n) discharge or satisfy any mortgage, lien, charge or encumbrance other than as a result of the payment of liabilities in accordance with the terms thereof, or except in the ordinary course of business, if the cost to the extent it Company or any Company Subsidiary to discharge or satisfy any such mortgage, lien, charge or encumbrance is able in excess of $500,000, unless such discharge or satisfaction is covered by general or specific reserves; (o) pay any obligation or liability, absolute or contingent, in excess of $500,000 except liabilities shown on the Company Financial Statements or except in the usual and ordinary course of business or in connection with the transactions contemplated hereby; (p) institute, settle or agree to do sosettle any claim, it will use its best efforts action or proceeding, whether or not initiated in a court of law, involving an expenditure in excess of $500,000; (q) invest in any real estate, except for investments in real estate owned as a result of foreclosure or deed in lieu of foreclosure; (r) enter into or amend any continuing contract or series of related contracts in excess of $500,000 for the purchase of materials, supplies, equipment or services which cannot be terminated without cause with less than thirty (30) days' notice and without payment of any amount as a penalty, bonus, premium or other compensation for such termination except as contemplated or permitted by this Agreement; (s) enter into or amend any contract, agreement or other transaction, other than pursuant to give equal emphasis and promotion to shares the Bank's employee loan program, with any officer, director or principal shareholder of the Funds Company or any Affiliate of such person on terms that are less favorable than could be obtained from an unrelated third party on an arms' length basis; (t) change any basic policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and tax planning, personnel practices, accounting or any other material aspect of its business or operations, except for such changes as is given to other underlying investments may be required in the opinion of management of the Accounts, subject Company to applicable Securities and Exchange Commission rules. In additionrespond to then current market or economic conditions or as may be required by the rules of the AICPA, the FASB or by applicable governmental authorities; or (u) default under the terms of any agreement or understanding to which the Company shall not impose or any feeCompany Subsidiary is a party, conditionand which, individually or requirement for the use of the Funds as investment options for the Contracts that operates together with other agreements or understandings with respect to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by which a default exists, would have a Material Adverse Effect on the Company.

Additional Covenants and Agreements. 6.1 Conduct of Business of the Company. During the period from the date hereof to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to ARTICLE VIII (except (w) as required by Law, (x) with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (y) as expressly permitted by this Agreement or (z) as set forth in Section 6.1 of the Company Disclosure Schedule), the business of the Company and its Subsidiaries shall be conducted only in the ordinary and usual course of business in all material respects consistent with past practice and, to the extent consistent therewith, the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to (i) preserve intact their current business organization and (ii) preserve their relationships with customers, suppliers, employees and others having business dealings with them. Without limiting the generality of the foregoing, except (w) as required by Law, (x) with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (y) as expressly permitted by this Agreement or (z) as set forth in Section 6.1 of the Company Disclosure Schedule, prior to the Effective Time, the Company will not, and will cause each of its Subsidiaries not to: (a) Each party shall comply except for shares to be issued or delivered pursuant to Company Equity Awards issued prior to the date hereof, in connection with all provisions the ESPP or as may be required under employment agreements executed prior to the date hereof, in each case that were made available to Parent, or as required by the Company's articles of federal and state laws applicable incorporation (including any certificates of designation of any of the Company's preferred stock) upon the conversion of any shares of the Company's outstanding preferred stock into Company Common Stock, issue, deliver, sell, dispose of, grant, pledge or otherwise encumber, or authorize or propose the issuance, sale, disposition, grant, or pledge or other encumbrance of (i) any additional shares of capital stock of any class or other ownership or voting interests, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of capital stock or other ownership or voting interests, or any rights, warrants, options, calls, commitments or any other Contracts of any character to purchase or acquire any shares of capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of capital stock or other ownership or voting interests, or (ii) any other securities in respect of, in lieu of, or in substitution for, shares of capital stock or other ownership or voting interests of the Company or any of its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws.Subsidiaries outstanding on the date hereof; (b) Each party shall promptly notify except pursuant to the other party in writing Company Stock Plans in the event that it isordinary course of business consistent with past practice, for any reasonredeem, unable purchase or otherwise acquire, or propose to perform redeem, purchase or otherwise acquire, any of its obligations under this Agreement.outstanding capital stock; (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on split, combine, subdivide or reclassify any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close shares of Trading capital stock of the Exchange on that Business Day. The Company shall time stamp all Orders or declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution in respect of any shares of capital stock of the Company or otherwise maintain records that will enable make any payments to shareholders in their capacity as such, other than the Company to demonstrate compliance declaration and payment of mandatory dividends on the Exchangeable Preferred Stock or the Class M Preferred Stock in accordance with SECTION 9(c) hereof.the terms of the Exchangeable Preferred Certificate of Designation or the Class M Preferred Certificate of Designation, respectively, and except for dividends by a wholly-owned Subsidiary of the Company; (d) The adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company covenants or any of its Subsidiaries (other than the Merger); (e) adopt any amendments to its articles of incorporation or amended and agrees that all Orders transmitted restated bylaws, alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary, or enter into or materially amend any agreement or engage in any transaction with any of its officers or directors (or their immediate family members) or any holder of 5% or more of any class of the Company's capital stock; (f) make any material acquisition, by means of merger, consolidation or otherwise, or lease, license, transfer, exchange or swap, mortgage or otherwise encumber (including through securitizations), or subject to any lien or otherwise dispose of, any material portion of its properties, assets or rights, except for transactions among the Company and its Subsidiaries or among the Company's Subsidiaries; or; (g) other than in the ordinary course of business consistent with past practice and except for borrowings under the Company's revolving credit facility from time to time, incur, assume or otherwise become liable for, or prepay, any indebtedness for borrowed money (directly, contingently or otherwise) or guarantee any such indebtedness or make any loans, advances or capital contributions to, or investments in, any other person, other than to the IssuerCompany or any wholly-owned Subsidiary of the Company; (h) other than in the ordinary course of business consistent with past practice, whether by telephone, telecopyenter into any Company Material Contract; (i) terminate or materially amend, or other electronic transmission acceptable to Distributorotherwise waive, shall be sent by release or under assign any material rights under, any Company Material Contract; (j) change any of the authority and direction of a person designated accounting methods used by the Company as being duly authorized unless required by generally accepted accounting principles or applicable Law; (k) materially change any method of tax accounting, enter into any closing agreement with respect to act on behalf any material tax liability, settle or compromise any material tax liability, make, revoke or change any material tax election, agree to any adjustment of any material tax attribute, file or surrender any claim for a material refund of taxes, execute or consent to any waivers extending the Accounts. Distributor shall be entitled to rely on the existence statutory period of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place limitations with respect to the use collection or assessment of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracymaterial tax liabilities, propriety and consequences of all data transmitted to Distributor file any material amended tax return or obtain any material tax ruling; (l) except as contemplated by the Company Plans listed in Section 4.10(a) of the Company Disclosure Schedule in effect as of the date hereof, or as otherwise required by telephoneLaw, telecopy (i) modify the compensation or other electronic transmission acceptable benefits payable or to Distributor.become payable to directors or officers or, except in the ordinary course of business consistent with past practices, any other employee of the Company or any of its Subsidiaries, (ii) enter into any severance or termination arrangement with, or pay any severance or termination benefit to, any employee except in the ordinary course of business consistent with past practice, (iii) establish, adopt, or enter into any collective bargaining agreement, (iv) except in connection with ordinary course annual renewals, modify the benefits under, establish, amend, terminate, or adopt any Company Plan (or any plan, agreement or arrangement that would be a Company Plan once so established or adopted) or (v) grant or agree to pay any retention award, bonus or other benefit to any employee of the Company in connection with any sale of the Company; (em) The Company agrees thatmake or commit to any capital expenditures (including expenditures to acquire wireless spectrum), to other than in the extent it is able to do soordinary course of business and, it will use its best efforts to give equal emphasis and promotion to shares in any event, (i) during the year 2007, not in excess of 103% of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts aggregate amount contemplated by the Company.'s capital expenditure budget for the year 2007, a copy of which is set forth in Section 6.1(m) of the Company Disclosure Schedule, reduced for the period through December 31, 2007 for all amounts spent or committed to prior to the date of this Agreement, and (ii) during the year 2008, not in excess of $73 million in the aggregate and not more than $25 million in any fiscal quarter; (n) assign, transfer, cancel, fail to renew or fail to extend any FCC License or material State License, except for cancellations or modifications of FCC Licenses for microwave facilities in the ordinary course of business consistent with past practice, cancellations or modifications of FCC Licenses for microwave facilities in connection with negotiated relocation agreements in accordance with Sections 27.1111, et seq. and Sections 101.69, et seq. of the FCC Rules or in connection with the discontinuation of the Company's paging operations; (o) waive, release, assign, settle or compromise any claim, action or proceeding, other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages not in excess of $1 million in the aggregate, or otherwise pay, discharge or satisfy any claims, liabilities or obligations in excess of such amount in the aggregate, in each case, other than in the ordinary course of business consistent with past practice; (p) enter into any "non-compete" or similar agreement or any Contracts establishing exclusive dealing arrangements that would restrict the businesses of the Surviving Corporation or its affiliates following the Effective Time, or any Contract purporting to bind non-controlled affiliates of the Company or of the Surviving Corporation; (q) take any action (other than lobbying activity) that may impose new (unless they are less burdensome than those in place at the time) or additional material regulatory requirements on the Surviving Corporation or any of its affiliates; (r) authorize, recommend, propose or announce an intention to do any of the foregoing; or

Additional Covenants and Agreements. (a) Each party Party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, owners in proper form prior to the Close of Trading of the Exchange on that the previous Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorInvestors Research, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accountsowner of the Account. Distributor Absent actual knowledge to the contrary, Investors Research shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor.of (e) The Company agrees that, to the extent it is able make every reasonable effort to do so, it market its Contracts. It will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the AccountsAccount. (f) The Company or its employees or agents will not give any information or advice, subject or make any representations or statements on behalf of or concerning the Issuer or the Fund, in connection with the sale of the Contracts unless based upon information or representations contained in the registration statement for the Fund's shares, as such registration statement may be amended or supplemented from time to applicable Securities time, or in reports or proxy statements of the Fund, or in published reports for the Fund that are published in reputable financial publications or approved by Investors Research for distribution, or in sales literature or other material provided by Investors Research. Investors Research agrees to use reasonable efforts to respond to any request for approval on a prompt and Exchange Commission rules. In additiontimely basis. (g) Notwithstanding anything in Section 7(f) above, the Company shall not impose any fee, conditionwill furnish, or requirement will cause to be furnished, to the Issuer or Investors Research, each piece of sales literature or other promotional material in which the Fund or the Issuer or Investors Research is named, at least ten (10) business days prior to its use. No such material will be used if Investors Research reasonably objects to such use. Investors Research agrees to use reasonable efforts to respond to any request for approval on a prompt and timely basis. (h) Investors Research will furnish or will cause to be furnished to the Company or its designee, each piece of sales literature or other promotional material in which the Company or its Account is named, at least ten (10) business days prior to its use. No such material will be used if the Company reasonably objects to such use. The Company agrees to use reasonable efforts to respond to any request for approval on a prompt and timely basis. (i) Investors Research will not give any information or make any representations or statements on behalf of the Funds as investment options for Company or concerning the Company, the Account, or the Contracts that operates to unless based upon information or representations contained in the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Company.registration

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(C) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by Distributor or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Distributor for review and approval at least 10 business days before such material is used. No such material shall be used unless the Distributor or its designee approves such material within the 10 business days after receipt thereof.

Additional Covenants and Agreements. (a) Each party shall comply with The parties acknowledge and agree that, for all purposes under the Credit Agreement, (i) Holdco will constitute a "Permitted Parent Company" and be subject to all provisions of federal and state laws the Credit Agreement applicable to its respective activities under this Agreement. All obligations a Permitted Parent Company and (ii) any issuance of each party under this Agreement are any Capital Stock or any other equity interest of Holdco (including any issuance in connection with a public offering of equity by Holdco) shall be subject to compliance the provisions of provisos (i) and (ii) in Section 6.8(a) of the Credit Agreement with applicable federal and state lawsthe reference to "such a transaction" contained therein being deemed to refer to such issuance of Capital Stock or other equity interest of Holdco. (b) Each party shall promptly notify The parties acknowledge and agree that, for all purposes under the other party in writing Credit Agreement, (i) Holdco will be included in the event that it is, for any reason, unable definition of "Shareholder" and be subject to perform any all provisions of its obligations under this the Credit Agreement applicable to a Shareholder and (ii) the Holdco Pledge Agreement will be included in the definition of "Pledge Agreements" and be subject to all provisions of the Credit Agreement applicable to a Pledge Agreement. (c) The Company covenants parties hereby agree that paragraph (e) of Article VII of the Credit Agreement shall be amended by amending and agrees that all Orders accepted and transmitted by it hereunder restating the proviso at the end thereof as follows: "PROVIDED, HOWEVER, the commencement of any proceeding or other action or event of a nature referred to in clauses (i) through (v) above with respect to each Account on any Business Day will Shareholder (other than the Xxxx Atlantic Shareholder, Marubeni Telecom and any Permitted Parent Company) shall not constitute an Event of Default under this paragraph unless such proceeding, other action or event could reasonably be based upon instructions that it received from the Contract owners, in proper form prior expected to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof.have a Material Adverse Effect; or" (d) The Company covenants and agrees parties hereby agree that all Orders transmitted to Article VII of the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, Credit Agreement shall be sent amended by or under the authority adding new paragraphs (t) and direction of a person designated by the Company (u) after paragraph (s) as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Company.follows:

Additional Covenants and Agreements. 5.1 Conduct of Business by the Company. From the date of this Agreement to the Effective Time, the Company will operate its business and cause each Company Subsidiary to operate its business in the ordinary course and consistent with past practices, except as contemplated in Section 3.25. The Company will use all reasonable efforts to preserve intact the present business organizations of the Company, the Bank and each Non-Bank Subsidiary and maintain in effect all material licenses, permits and approvals of governmental authorities and agencies necessary for the conduct of its present business. Except as otherwise contemplated by this Agreement or as otherwise consented to or approved by Purchaser in writing, none of the Company, the Bank or any Non-Bank Subsidiary shall: (a) Each party issue, sell, purchase or redeem or commit or agree to issue, sell, purchase or redeem any shares of its capital stock other than shares issued pursuant to the exercise of stock options outstanding on the date hereof, or any Voting Debt; or issue or create or grant any options, warrants or rights to purchase shares of its common stock; or issue, sell or authorize the issuance or sale of securities of any kind convertible into or exchangeable for shares of its capital stock or any Voting Debt; or declare, set aside or pay any dividend or make any distribution in respect of its capital stock except that (i) if funds are legally available therefor, the Company may declare and pay regular quarterly cash dividends at a rate per share of Company Common Stock not in excess of $0.03 per share, and (ii) the Bank and the Non-Bank Subsidiaries may pay dividends to the Company in amounts sufficient to enable the Company to pay its ordinary operating expenses and its accrued liabilities, including (but not limited to) accounting, legal, printing, investment banking, environmental testing and regulatory application fees, expenses and costs relating to the transactions contemplated hereby, provided, however, that no dividend shall comply with all provisions of federal and state laws applicable be paid by the Bank or any Non-Bank Subsidiary if it is necessary for such entity to its respective activities under this Agreement. All obligations of each party under this Agreement are subject borrow funds to compliance with applicable federal and state laws.pay the dividend; (b) Each party shall promptly notify the other party in writing amend its Certificate or Articles of Incorporation (in the event that it iscase of the Company or any Company Subsidiary), for any reason, unable to perform any Charter (in the case of its obligations under this Agreement.the Bank) or Bylaws; (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account except as set forth on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior Schedule 5.1(c) to the Close of Trading Company Disclosure Schedule, or as may be required pursuant to binding commitments existing as of the Exchange date hereof and set forth on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable Schedule 5.1(c) to the Company Disclosure Schedule, make any general or unusual increase in compensation or rate of compensation payable or to demonstrate compliance become payable to hourly, salaried or commissioned employees or officers, except for those which are normal, reasonable and consistent with SECTION 9(cpast practices, nor enter into any written or oral employment agreement which by its terms cannot be terminated on thirty (30) hereof.days' notice or less without penalty; (d) The Company covenants and agrees that all Orders transmitted except as set forth on Schedule 5.1(d) to the IssuerCompany Disclosure Schedule, whether by telephoneaccrue, telecopyset aside, or pay to any officer or employee any bonus, profit-sharing, severance, retirement, insurance, death, fringe benefit, or other electronic transmission acceptable extraordinary compensation (except pursuant to Distributorpension, shall be sent by profit-sharing, bonus and other fringe benefit plans, agreements and arrangements presently in effect and in accordance with past practices) or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that adopt or amend any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor.employee benefit plan; (e) The Company agrees that, except as set forth on Schedule 5.1(e) to the extent Company Disclosure Schedule, commit to purchase, sell, unwind, purchase or otherwise acquire or dispose of any derivative or synthetic mortgage product or enter into any interest rate swap transaction; provided, however, that Purchaser shall be deemed to have consented to any such purchase, sale or other transaction if it is able to do sohas not objected thereto within five (5) business days after receiving written notice thereof; (f) except for (i) conforming loans secured by one-to-four family residences in amounts less than $200,000, it will use its best efforts to give equal emphasis and promotion to shares (ii) commercial loans originated in accordance with the Bank's underwriting standards as of the Funds date hereof in amounts less than $100,000 per loan and $300,000 in the aggregate, (iii) home equity loans with a FICO score of not less than 625 and a loan to value ratio not in excess of 85%, (iv) home equity loans with a FICO score of not less than 650 and a loan to value ratio between 85% and 100%, (v) secured consumer loans with a FICO score of not less than 650, and (vi) unsecured consumer loans with a FICO score of 675, make any loan, loan commitment or renewal or extension thereof to any Person; provided, however, that Purchaser shall be deemed to have consented to any such loan or commitment if it has not objected thereto (A) in the case of any consumer loan, within three (3) business days after receiving written notice and reasonable detail thereof, and (B) in the case of all other loans, within five (5) business days after receiving written notice and reasonable detail thereof. Notwithstanding the foregoing, Purchaser's consent shall not be deemed necessary with respect to loans originated in the ordinary course of business and consistent with past practices at the Kansas Branch or North Carolina Branch; provided, however, Purchaser shall promptly receive written notice and reasonable detail of such loans and all such loans shall be transferred to a Company Sales Buyer pursuant to a Company Sales Agreement; (g) acquire any business entity or assets thereof, except as is given it relates to a foreclosure or other underlying investments exercise of creditor's rights in the usual and ordinary course of its business; (h) enter into any contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets in a single transaction in excess of $25,000 in aggregate value (including, but not limited to, options or commodities or any tangible real or personal properties of the AccountsCompany or any Company Subsidiary), subject to applicable Securities and Exchange Commission rules. In additionincluding, but not limited to, the purchase and sale of mortgage loans and loan participations and the purchase and sale of readily marketable investment securities; (i) make any one capital expenditure or any series of related capital expenditures (other than emergency repairs and replacements), the amount or aggregate amount of which (as the case may be) is in excess of $25,000; (j) file any applications to relocate operations from existing locations; (k) create or incur any liabilities in excess of $25,000, other than the taking of deposits and other liabilities incurred in the ordinary course of business and consistent with past practices or as contemplated or permitted by or in connection with this Agreement and the consummation of the Merger; (l) except that the Company may offer (A) three concurrent certificate of deposit promotions with rates not to exceed the comparable maturity of the then current LIBOR rate (as determined by reference to The Wall Street Journal for the date of such promotion) on an annual percentage yield basis for maturities one year and under or the then current Federal Home Loan Bank advance rate for maturities over one year and (B) other certificates of deposits or other premiums on deposits with rates not to exceed the comparable maturity U.S. Treasury Note yield on an annual percentage yield basis as published by Bloomberg information services (Xxxxxxxxx.xxx); provided, however, the Kansas Branch and the North Carolina Branch shall not impose be permitted to offer premiums on deposits in the ordinary course of business and consistent with past practices it being understood that all deposits at the Kansas Branch and the North Carolina Branch shall be transferred to a Company Sales Buyer pursuant to a Company Sales Agreement; (m) except as set forth on Schedule 5.1(m) to the Company Disclosure Schedule, create or incur or suffer to exist any feemortgage, conditionlien, pledge, security interest, charge, encumbrance or restriction of any kind against or in respect of any property or right of the Company or any Company Subsidiary securing any obligation in excess of $100,000, except for pledges or security interests given in connection with the acceptance of repurchase agreements or government deposits or Federal Home Loan Bank borrowings; (n) make or become a party to any contract or commitment in excess of $25,000, or requirement renew, extend, amend or modify any contract or commitment in excess of $25,000, except in the usual and ordinary course of business or as otherwise contemplated or permitted by this Agreement; (o) discharge or satisfy any mortgage, lien, charge or encumbrance other than as a result of the payment of liabilities in accordance with the terms thereof, or except in the ordinary course of business, if the cost to the Company or any Company Subsidiary to discharge or satisfy any such mortgage, lien, charge or encumbrance is in excess of $25,000, unless such discharge or satisfaction is covered by general or specific reserves; (p) pay any obligation or liability, absolute or contingent, in excess of $25,000 except liabilities shown on the Company Financial Statements or except in the usual and ordinary course of business or in connection with the transactions contemplated hereby; (q) institute, settle or agree to settle any claim, action or proceeding, whether or not initiated in a court of law, involving an expenditure in excess of $25,000; (r) invest in any real estate, except for investments in REO as a result of foreclosure or deed in lieu of foreclosure; (s) enter into or amend any continuing contract or series of related contracts in excess of $25,000 for the use purchase of materials, supplies, equipment or services which cannot be terminated without cause with less than thirty (30) days' notice and without payment of any amount as a penalty, bonus, premium or other compensation for such termination except as contemplated or permitted by this Agreement; (t) enter into or amend any contract, agreement or other transaction, with any officer, director or principal shareholder of the Funds as investment options for the Contracts Company or any Affiliate of such person on terms that operates are less favorable to the specific prejudice Company than could be obtained from an unrelated third party on an arms' length basis; (u) change any basic policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and tax planning, personnel practices, accounting or any other material aspect of its business or operations, except for such changes as may be required in the opinion of management of the Funds VIS-A-VIS the other investment media made available for the Contracts Company to respond to then current market or economic conditions or as may be required by the rules of the AICPA, the FASB or by applicable governmental authorities; (v) default under the terms of any agreement or understanding to which the Company or any Company Subsidiary is a party, and which, individually or together with other agreements or understandings with respect to which a default exists, would have a Material Adverse Effect on the Company; or (w) amend or modify any of the Company Sales Agreements.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the thencurrent prospectus and in current printed sales literature approved by Distributor or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Distributor for review and approval before such material is used.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(C) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus for the Funds and in current printed sales literature approved by Distributor or the Issuer. (g) Distributor shall not, without the written consent of the Company, make representations concerning the Company or the Contracts except those contained in the then-current prospectus for the Contracts and any other current printed sales literature approved by the Company. (h) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Distributor for review and approval before such material is used.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, Owners in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the IssuerIssuers, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Absent actual knowledge to the contrary, Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-308 and 8-404 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able make every reasonable effort to do so, it market its Contracts. It will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts. (f) The Company shall not, subject without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the thencurrent prospectus and in current printed sales literature approved by Distributor or the Issuer. (g) Advertising and sales literature with respect to applicable Securities and Exchange Commission rules. In addition, the Issuer or the Funds prepared by the Company shall not impose any feeor its agents, conditionif any, or requirement for the use in marketing shares of the Funds as underlying investment options media to Contract Owners shall be submitted to Distributor for review and approval before such material is used. All such materials shall be directed to Dxxx Tantra, Distributor's advertising compliance manager (or such other person as Distributor may designate in writing) by mail at 4000 Xxxx Xxxxxx Xxxxxx Xxxx, Xxxxxxxx 00000, or by fax at (000) 0000000. Such materials shall be accompanied by a request for approval or comments within a reasonable amount of time, which shall not be less than 10 business days from the date delivered to Distributor. The Company agrees to use reasonable efforts to notify Distributor's advertising compliance manager of the delivery of such materials (which includes leaving a voice mail message). If Distributor fails, to respond within the time period set forth in the request for review, Company may use such material as submitted without further approval by Distributor. If subsequent to approval by Distributor (or the expiration of the time period set forth in the request for approval), Distributor reasonably determines any such material is or has become inaccurate, misleading or otherwise inappropriate, it may request that the Company modify such advertising and sales literature, which the Company will do at the next reprinting of any such materials. If Distributor determines that such material should be modified immediately, Distributor shall notify the Company of such fact and Company shall accommodate Distributor's reasonable requests. In such instances, Distributor shall pay the Company's reasonable out-of-pocket expenses in reprinting any such advertising and sales materials. Notwithstanding anything contained herein, Company shall be responsible for the Contracts that operates compliance of all advertising and sales literature prepared by the Company with all applicable federal, state and NASD requirements (h) The Company will provide to the specific prejudice Distributor at least one complete copy of all registration statements, prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that include a description of or information regarding the Funds VIS-A-VIS promptly after the filing of such document with the SEC or other regulatory authority. (i) Each party will comply with reasonable requests for information and documents regarding the Funds or the other investment media party's compliance with its obligations under this Agreement made available for the Contracts by the Companyother party, by the Funds' Board of Directors or by any appropriate governmental entity or self regulatory organization.

Additional Covenants and Agreements. (a) Each party shall comply The Rollover Holder agrees that he, she or it shall, upon request, execute and deliver any additional documents reasonably deemed by the Company to be necessary to complete the proper exchange of the Two Trees Rollover Options for the New Options in accordance with all provisions the terms and conditions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party The intent of the Parties is that the exchange of Two Trees Rollover Options for New Options as contemplated herein will comply with Section 409A of the Code, and the Treasury Regulations promulgated thereunder regarding substitutions of stock rights by reason of a corporate transaction and shall promptly notify be construed in furtherance of such intent. Neither the Company nor Two Trees warrants that the issuance of the New Options will qualify for favorable tax treatment under Section 409A of the Code or any other party provision of federal, state, local or foreign law. The Rollover Holder is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in writing respect of the Rollover Holder in connection with the event that it isNew Options, including any taxes and penalties under Section 409A of the Code. Neither the Company nor Two Trees (a) will be liable to the Rollover Holder for any reasontax, unable interest, or penalties that the Rollover Holder might owe as a result of the issuance of the New Options; or (b) will have any obligation to perform indemnify or otherwise hold the Rollover Holder harmless from any or all of its obligations under this Agreementsuch taxes or penalties. (c) The Company covenants shall be entitled, if necessary or desirable, to withhold from the Rollover Holder any amount due and agrees that all Orders accepted and transmitted payable by it hereunder the Company to the Rollover Holder (or secure payment from the Rollover Holder in lieu of withholding) the amount of any withholding or other tax due from the Company with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior Transactions contemplated hereunder or with respect to the Close of Trading vesting, exercise, or any other disposition of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable New Options, and the Company may defer such issuance or such vesting exercise or other disposition unless indemnified by the Rollover Holder to demonstrate compliance with SECTION 9(c) hereofits satisfaction. (d) The Company covenants This Agreement shall terminate, and agrees that all Orders transmitted to be of no further force and effect, upon the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf valid termination of the Accounts. Distributor shall be entitled to rely on Merger Agreement in accordance with the existence of such authority terms and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees thatconditions thereof and, to the extent it is able applicable, all transactions contemplated by this Agreement will be deemed to do sobe rescinded and, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use avoidance of the Funds as investment options for the Contracts that operates doubt, all Two Trees Rollover Options shall be returned to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the CompanyRollover Holder, if applicable.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, owners in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the IssuerFunds' transfer agent, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Absent actual knowledge to the contrary, Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be solely responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company shall furnish, or shall cause to be furnished, to Distributor, each piece of sales literature or other promotional material in which a Fund, Manager or Distributor is named, at least ten business days prior to its use. No such material shall be used if the Fund, Manager or Distributor reasonably objects in writing to such use within ten business days after receipt of such material. (f) The Company shall not give any information or make any representations or statements on behalf of a Fund or concerning a Fund other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for a Fund, or in sales literature or other promotional material approved by Distributor, except with the permission of Distributor. Distributor agrees thatto respond to any request for approval on a prompt and timely basis. (g) Distributor shall furnish, or shall cause to be furnished, to the extent it Company or its designee, each piece of sales literature or other promotional material in which the Company or the Account is able named, at least ten business days prior to do so, it will its use. No such material shall be used if the Company reasonably objects in writing to such use its best efforts to within ten business days after receipt of such material. (h) Neither Distributor nor Manager shall give equal emphasis and promotion to shares any information or make any representations on behalf of the Funds Company or concerning the Company, each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as is given such registration statement and prospectus may be amended or supplemented from time to other underlying investments of time, or in published reports for each Account which are in the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, public domain or approved by the Company shall not impose any fee, conditionfor distribution to Contract owners, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the in sales literature or other investment media made available for the Contracts promotional material approved by the Company, except with the permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis. (i) Distributor will provide to the Company at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, sales literature and other promotional materials, and all amendments to any of the above, that relate to any Fund or its shares, upon the Company's request. (j) The Company will provide to Distributor or Manager at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, solicitations for voting instructions, sales literature and other promotional materials, and all amendments to any of the above, that relate to the Contracts or each Account, upon Distributor's or Manager's request. (k) For purposes of this Section 7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature(i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under NASD rules, the Investment Company Act or the Securities Act of 1933 (the "l993 Act").

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Each Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account its Accounts on any Business Day will be based upon instructions that it received from the Contract owners, owners in proper form prior to the Close of Trading of the Exchange on that the previous Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Each Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to DistributorACIS, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accountsowner of the Account. Distributor Absent actual knowledge to the contrary, ACIS shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-308 and 8-404 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. therefor The Company further agrees to be solely responsible for the accuracy, propriety and consequences of all data transmitted to Distributor ACIS by the Company by telephone, telecopy or other electronic transmission acceptable to DistributorACIS. (e) The Company agrees that, to the extent it is able make every reasonable effort to do so, it market its Contracts. It will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the AccountsAccount. (f) The Company or its employees or agents will not give any information or advice, subject or make any representations or statements on behalf of or concerning the Issuer or the Funds, in connection with the sale of the Contracts unless based upon information or representations contained in the registration statement for the Funds' shares, as such registration statement may be amended or supplemented from time to applicable Securities time, or in reports or proxy statements of the Funds, or in published reports for the Funds that are published in reputable financial publications or approved by ACIS for distribution, or in sales literature or other material provided by ACIS. ACIS agrees to use reasonable efforts to respond to any request for approval on a prompt and Exchange Commission rules. In additiontimely basis. (g) Notwithstanding anything in SECTION 7(f) above, the Company shall not impose any fee, conditionwill furnish, or requirement will cause to be furnished, to ACIS, each piece of sales literature or other promotional material in which the Funds, an Issuer or ACIS is named, at least ten (10) business days prior to its use. No such material will be used if ACIS reasonably objects to such use. ACIS agrees to use reasonable efforts to respond to any request for approval on a prompt and timely basis. (h) ACIS will furnish or will cause to be furnished to the Company or its designee, each piece of sales literature or other promotional material in which the Company or its Account is named, at least ten (10) business days prior to its use. No such material will be used if the Company reasonably objects to such use. The Company agrees to use reasonable efforts to respond to any request for approval on a prompt and timely basis. (i) ACIS will not give any information or make any representations or statements on behalf of any Company or concerning the Company, the Account, or the Contracts unless based upon information or representations contained in the registration statement for the use of Contracts, as such registration statement may be amended or supplemented from time to time, or in reports for the Funds as investment options Contracts, or in published reports for the Account or the Contracts that operates to are published in reputable financial publications or are approved by the specific prejudice of the Funds VIS-A-VIS the Company for distribution, or in sales literature or other investment media made available for the Contracts material provided by the Company. The Company agrees to use reasonable efforts to respond to any request for approval on a prompt and timely basis. (j) The Company will provide to ACIS at least one complete copy of all registration statements, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that include a description of or information regarding the Funds promptly after the filing of such document with the SEC or other regulatory authority. (k) For purposes of this SECTION 7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the rules of the National Association of Securities Dealers, Inc. (the "NASD"), the 1933 Act or the 1940 Act.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(cSection 8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by Distributor or the Issuer. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Distributor for review and approval 5 business days prior to such materials beingused and whose approval shall not be unreasonable withheld.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account Plan on any Business Day will be based upon instructions that it received from the Contract ownersPlan, the Participants, or a Plan's sponsor and/or authorized committee, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(C) hereof. Further, upon reasonable request by Distributor, the Company will provide evidence reasonably satisfactory to the Funds' Board of Directors to demonstrate its compliance with Rule 22c-1 requirements and provide the requester with copies of its internal control report, if one is obtained. SA Investor and Advisor am receipt.ACIS November 11, 2000 4 (d) The Company covenants and agrees that all Orders transmitted to the IssuerIssuers, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of investment options available to the AccountsPlans, subject to applicable Securities and Exchange Commission and National Association of Securities Dealers, Inc. rules. In addition, the Company shall not impose any fee, condition, or requirement for the use by a Plan of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts to such Plan by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuers or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by Distributor or the Issuers. (g) Advertising and sales literature with respect to the Issuers or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds to the Plans or otherwise educating Participants shall be submitted to Distributor for review and approval before such material is used.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal 1Access. From and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify after the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees thatClosing Date, to the extent it reasonably requested and necessary or appropriate in connection with any claims against a Party by a Third Party relating to Excluded Liabilities or any Proceeding (other than any Proceeding between the Parties) relating to the Historical Business to which a Party or any of its Affiliates is able a party, upon reasonable prior notice, and except as determined in good faith by the other Party to do sobe reasonably necessary to (a) ensure compliance with any applicable Law, it will (b) preserve any applicable privilege (including the attorney-client privilege), (c) comply with any contractual confidentiality obligations or (d) protect commercially sensitive data or information (including disaggregated unit-level cost of product sold information), the other Party shall, and shall cause each of its Affiliates and Representatives to (i) afford the Representatives of the Party and its Affiliates reasonable access, during normal business hours, to the properties, electronically stored data and information and books and records of the other Party and its Affiliates to the extent relating to the Historical Business, the Transferred Assets (and related liabilities), the Demo Version, or the Product, and permit copies of such materials to be made for the Party and its Affiliates solely for use its best in connection with the purposes described above in this paragraph and (ii) use commercially reasonable efforts to give equal emphasis assist in providing or obtaining any necessary notice or consent for disclosure of Personal Information relating to the Historical Business where required; provided, however, that the provision or such access and promotion to shares such data and information shall not unreasonably interfere with the business or operations of the Funds as is given to other underlying investments Party or any of its Affiliates; provided, further, that the auditors and accountants of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company other Party or its Affiliates shall not impose be obligated to make any fee, condition, work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Company.accountants. ​ ​

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, other than those that are proprietary to the Company, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then- current prospectus and in current printed sales literature approved by Distributor or the Issuer which consent shall not be unreasonably withheld. (g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Distributor for review and approval before such material is used which approval shall not be unreasonably withheld. (h) The Distributor shall provide the Company with such quarterly information reasonably necessary for completion of sales literature or other promotional material (such as fund investment objectives, top 10 holdings, sector weightings, etc.). The Distributor shall use reasonable efforts to provide such information by the 15th business day after the end of each quarter.

Additional Covenants and Agreements. 6.1 Conduct of Business of the Company. ---------------------------------- (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received that, during the period from the Contract ownersdate of this Agreement to the Effective Time (unless the Parties shall otherwise agree in writing and except as otherwise contemplated by this Agreement) it will, and will cause each of its Subsidiaries to, conduct its operations according to its ordinary and usual course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in proper form the absence of this Agreement, seek to preserve intact its current business organizations, use its reasonable best efforts to keep available the service of its current officers and employees and preserve its relationships with customers, key technology suppliers and others having business dealings with it to the end that goodwill and ongoing businesses shall be unimpaired at the Effective Time. (b) Without limiting the generality of the foregoing, and except as otherwise permitted in this Agreement, prior to the Close Effective Time, the Company shall not, and shall cause each of Trading its Subsidiaries not to, and to the extent permissible under applicable antitrust law, without the prior written consent of Parent: (i) accelerate, amend or change the period of exercisability or vesting of any outstanding options or other rights granted under any stock option plan, reprice options granted under any stock option plan or authorize cash payments in exchange for any options or other rights granted under any of such plans, as the case may be, except to the extent required under any stock option plan or any individual agreement as in effect on the date hereof; (ii) except for shares to be issued upon exercise of outstanding options issue, deliver, sell, dispose of, pledge or otherwise encumber, or authorize or propose the issuance, sale, disposition or pledge or other encumbrance of (A) any additional shares of capital stock of any class, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of capital stock, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of capital stock, or (B) any other securities in respect of, in lieu of, or in substitution for, shares outstanding on the date hereof; (iii) redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, any of its outstanding securities (including the Company Shares); (iv) split, combine, subdivide or reclassify any shares of its capital stock or declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to stockholders in their capacity as such; (v) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than the Merger as provided for herein); (vi) adopt any amendments to its certificate of incorporation or bylaws or alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any of its Subsidiaries; (vii) make any acquisition, by means of merger, consolidation or otherwise, or dispositions, of assets or securities (except for acquisitions or dispositions in the Ordinary Course of Business, none of which are acquisitions or dispositions of businesses); (viii) other than in the Ordinary Course of Business, incur any indebtedness for borrowed money or guarantee any such indebtedness or make any loans, advances or capital contributions to, or investments in, any other Person; (ix) make or revoke any material Tax election, settle or compromise any material federal, state, local or foreign Tax liability or change (or make a request to any taxing authority to change) any material aspect of its method of accounting for Tax purposes (except for Tax elections which are consistent with prior such elections (in past years)); (x) incur any material liability for Taxes other than in the Ordinary Course of Business; (xi) incur or commit to incur any capital expenditures in excess of $50,000 for any individual expenditure and $150,000 in the aggregate per calendar month; (xii) enter into any contract not consistent with past practices of the Exchange Company and its Subsidiaries; provided that any contracts entered into with any Governmental Entity shall, to the extent permissible under antitrust law, require the prior written consent of Parent to ensure compliance with all applicable laws and regulations, including but not limited to the Federal Acquisition Regulations; (xiii) enter into any strategic alliance or joint marketing arrangement or agreement other than routine alliances, arrangements or agreements; (xiv) pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement or satisfaction in the Ordinary Course of Business; (xv) except as required by this Agreement or as required to be held in accordance with a valid stockholder request, call or hold any meeting of stockholders of the Company; (xvi) transfer or license to any Person or entity or otherwise extend, amend or modify any Company Intellectual Property other than in the Ordinary Course of Business; (xvii) make any change to accounting policies or procedures, except as may be required by GAAP or applicable law; (xviii) take any action (other than pursuant to this Agreement) to cause the Company Shares not to be listed on that Business Day. The the Nasdaq; (xix) take any action to render inapplicable, or to exempt any third party from, any statute referred to in Section 5.1(c)(iii); or ------------------- (xx) authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. (c) Between the date hereof and the Effective Time, the Company shall not and shall procure that its Subsidiaries shall not (without the prior written consent of Parent) (A) except for normal increases in the Ordinary Course of Business that, in the aggregate, are not inconsistent with customary historical anniversary increases, but in no event shall be greater than 5% per individual, or as required by the terms of any contract disclosed pursuant to this Agreement, increase the compensation or remuneration, bonus or other benefits payable or provided or to become payable or to be provided to any director, officer, other employee or independent contractor; (B) except as required to comply with applicable law, pay or agree to pay any pension, retirement allowance or other payment or employee benefit not provided for by (or in a manner or at a time stamp all Orders not provided in) any of the existing benefit, severance (including early retirement and redundancy), pension or otherwise maintain records that will enable employment plans, agreements or arrangements as in effect on the date hereof to any such director, officer or employee, whether past or present; (C) enter into any new or amend any existing employment or severance (including early retirement and redundancy) agreement with or for the benefit of any such director, officer, employee or independent contractor; (D) except as may be required to comply with applicable law, become obligated under any new pension plan, welfare plan, multi-employer plan, employee benefit plan, severance (including early retirement and redundancy) plan, benefit arrangement, or similar plan or arrangement, which was not in existence on the date hereof, or amend, terminate or change the terms of such plans or agreements or any funding policies or assumptions for any such plan or arrangement in existence on the date hereof if such amendment, termination or change would have the effect of enhancing any benefits thereunder or increasing the cost thereof to the Company to demonstrate compliance with SECTION 9(cor any Subsidiary, as the case may be, or (E) hereofincrease the total head count of the Company and its Subsidiaries in an amount greater than an increase in the Ordinary Course of Business. (d) The Company covenants Between the date hereof and agrees that all Orders transmitted to the IssuerEffective Time, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its commercially reasonable best efforts to give equal emphasis maintain in full force and promotion to shares effect all of the Funds as is given to other underlying investments its and its Subsidiaries presently existing policies of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, insurance or requirement for the use of the Funds as investment options for the Contracts that operates insurance comparable to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts coverage afforded by the Companysuch policies.

Additional Covenants and Agreements. The Parties hereto do hereby mutually covenant and agree as to the matters set forth in this Section 5.4: (a) Each party shall comply with all provisions Announcement. (i) Except as set forth in Section 5.4(a)(ii), neither Party, nor any of federal and state laws applicable to its respective activities Affiliates or any of its or their respective Representatives, shall (orally or in writing) publicly disclose, issue any press release or otherwise make any public statement, or otherwise communicate with the media, with respect to this Agreement or the contemplated Transactions without the prior consent of the other Parties hereto (which consent shall not be unreasonably withheld or delayed), except if and to the extent that such Party or any of its Affiliates is required to make any public disclosure or filing (“Required Disclosure”) regarding the subject matter of this Agreement (A) by applicable Law, (B) pursuant to any rules or regulations of any national securities exchange of which the securities of such party or any of its Affiliates are listed or traded, or (C) in connection with enforcing its rights under this Agreement. All obligations In each case pursuant to clauses (i) or (ii) of each party this Section 5.4(a), the Party making any Required Disclosure shall consult with the other Party regarding the substance of the Required Disclosure and provide the other Party a reasonable opportunity (taking into account any legally mandated time constraints) to review and comment on the content of the Required Disclosure prior to its publication or filing. Each Party shall be liable for any failure of its Affiliates or Representatives to comply with the restrictions set forth under this Agreement are subject to compliance with applicable federal and state lawsSection 5.4(a). (bii) Each party shall promptly notify Notwithstanding anything to the contrary set forth in Section 5.4(a)(i), the Purchaser’s sole shareholder may make any public disclosure which its counsel advises it is required by Law or, the rules of the NYSE American or other party in writing in the event that it is, for any reason, unable to perform securities exchange upon which any of its obligations under this Agreement. (c) The Company covenants and agrees securities are listed; provided, however, that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form Purchaser shall provide the Sellers reasonable notice prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereofany such disclosure. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Company.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account Fund on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c7(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the IssuerFund's transfer agent, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the AccountsContract owner. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VISvis-Aa-VIS vis the other investment media made available for the Contracts by the Company. (f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then- current prospectus and in current printed sales literature approved by Distributor or the Issuer. (g) Advertising and sales literature with respect to the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Distributor for review and approval at least 10 business days before such material is used. No such material shall be used unless the Distributor or its designee approves such material within the 10 business days after receipt thereof.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account the Accounts on any Business Day will be based upon instructions that it received from the Contract owners, owners in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the IssuerFunds' transfer agent, whether by telephone, telecopy, or other electronic transmission acceptable to Distributorthe Manager, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accountsowner of the Account. Distributor Absent actual knowledge to the contrary, the Manager shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be solely responsible for the accuracy, propriety and consequences of all data transmitted to Distributor the Manager by the Company by telephone, telecopy or other electronic transmission acceptable to Distributorthe Manager. (e) The Company agrees thatshall furnish, or shall cause to be furnished, to the extent it Manager, each piece of sales literature or other promotional material in which a Fund or the Manager is able named, at least eight business days prior to do soits use. No such material shall be used if the Funds or the Manager reasonably objects in writing to such use within eight business days after receipt of such material. (f) The Company shall not give any information or make any representations or statements on behalf of any Fund or concerning any Fund other than the information or representations contained in the registration statement or prospectus for the Fund shares, it will use its best efforts as such registration statement and prospectus may be amended or supplemented from time to give equal emphasis and promotion to shares time, or in reports or proxy statements for that Fund, or in sales literature or other promotional material approved by the Manager, except with the permission of the Funds as Manager. The Manager agrees to respond to any request for approval on a prompt and timely basis. (g) The Manager shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company or the Accounts is given named, at least ten business days prior to other underlying investments its use. No such material shall be used if the Company reasonably objects in writing to such use within ten business days after receipt of such material. (h) The Manager shall not give any information or make any representations on behalf of the Company or concerning the Company, the Accounts, subject or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to applicable time, or in published reports for the Accounts which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company, except with the permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis. (i) The Manager will provide to the Company at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, sales literature and other promotional materials, and all amendments to any of the above, that relate to that Fund or its shares, upon the Company's request. (j) The Company will provide to the Manager at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, solicitations for voting instructions, sales literature and other promotional materials, and all amendments to any of the above, that relate to the Contracts or the Accounts, upon the Manager's request. (k) For purposes of this Section 7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i. e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, reprints or excerpts of any other advertisement sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under NASD rules, the Investment Company Act or the Securities and Exchange Commission rules. In additionAct of 1993 (the "1933 Act"). (1) For so long as the Manager maintains a web site on the Internet, the Company may provide a hyperlink to such site. If the Manager discontinues such web site or no longer maintains copies of Fund prospectuses therein for any reason, the Manager shall not impose any fee, condition, or requirement for the use provide an electronic version of the Funds as investment options for the Contracts that operates Funds' prospectuses to the specific prejudice of Company for use on the Funds VIS-A-VIS the other investment media made available for the Contracts Company's web site, as reasonably requested by the Company.

Additional Covenants and Agreements. (ai) Each party No later than 30 days after the Effective Date, PCAP shall comply with (A) establish a new deposit account in its own name (the “PCAP Account”) and (B) notify each Person that is not an Obligor on a Transferred Loan to make all provisions of federal payments due to PCAP into the PCAP Account and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state lawsnot into the Concentration Account. (bii) Each party Promptly after request by the Agent, the Borrower and the Servicer shall promptly notify enter into an amendment to the other party Agreement, in writing form and substance satisfactory to the Agent and the Lenders, in order to amend Section 2.8 of the Agreement to provide for application of any or all of the amounts on deposit in the event that it is, for any reason, unable to perform any of its obligations under this AgreementCollection Account and the Reserve Account on a daily basis. (ciii) The Without limitation of anything set forth in the Agreement, the Borrower, the Servicer and PCAP hereby acknowledge and agree that, without the prior written consent of the Agent, neither the Borrower, the Servicer nor PCAP shall agree with any Obligor on any Transferred Loan (other then EmployBridge Holding Company, so long as any such agreement with EmployBridge Holding Company covenants is consummated pursuant to documentation reasonably acceptable to Agent), to accept equity interests or any other non-cash consideration in lieu of (A) forbearance from exercising any or all rights and agrees that all Orders accepted and transmitted by it hereunder remedies with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, Transferred Loan or (B) cash payment of any amounts due in proper form prior to the Close respect of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereofany such Transferred Loan. (div) The Company covenants Borrower, PCAP and agrees that all Orders transmitted the Servicer agree to (A) take such actions and do such other things as Agent shall reasonably request to carry out the agreements set forth in this Amendment, (B) execute and deliver such documentation as Agent shall reasonably request and (C) provide the Agent and the Lenders with regular updates and reports regarding the process relating to the Issuer, whether by telephone, telecopycontemplated sale of, or other electronic transmission acceptable strategic transaction involving, PCAP, including, without limitation, providing the Agent and the Lenders with copies of any and all letters of intent relating to Distributor, shall be sent by or under the authority such sale and direction of a person designated by the Company as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributormaterial information related thereto. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Company.

Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing parties in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, Owners in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c8(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the IssuerIssuers, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Absent actual knowledge to the contrary, Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized "an appropriate person" as used in Sections 8-308 and 8-404 of the Uniform Commercial Code with respect to act in the transmission of instructions regarding Fund shares on behalf of the owner of such capacityFund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able make every reasonable effort to do so, it market its Contracts. It will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts. (f) The Company shall not, subject without the written consent of Distributor, make <Page> representations concerning the Issuer or the shares of the Funds except those contained in the thencurrent prospectus and in current printed sales literature approved by Distributor or the Issuer. (g) Advertising and sales literature with respect to applicable Securities and Exchange Commission rules. In addition, the Issuer or the Funds prepared by the Company shall not impose any feeor its agents, conditionif any, or requirement for the use in marketing shares of the Funds as underlying investment options media to Contract Owners shall be submitted to Distributor for review and approval before such material is used. All such materials shall be directed to Dxxx Tantra, Distributor's advertising compliance manager (or such other person as Distributor may designate in writing) by mail at 4000 Xxxx Xxxxxx Xxxxxx Xxxx, Xxxxxxxx 00000, or by fax at (000) 0000000. Such materials shall be accompanied by a request for approval or comments within a reasonable amount of time, which shall not be less than 10 business days from the date delivered to Distributor. The Company agrees to use reasonable efforts to notify Distributor's advertising compliance manager of the delivery of such materials (which includes leaving a voice mail message). If Distributor fails, to respond within the time period set forth in the request for review, Company may use such material as submitted without further approval by Distributor. If subsequent to approval by Distributor (or the expiration of the time period set forth in the request for approval), Distributor reasonably determines any such material is or has become inaccurate, misleading or otherwise inappropriate, it may request that the Company modify such advertising and sales literature, which the Company will do at the next reprinting of any such materials. If Distributor determines that such material should be modified immediately, Distributor shall notify the Company of such fact and Company shall accommodate Distributor's reasonable requests. In such instances, Distributor shall pay the Company's reasonable out-of-pocket expenses in reprinting any such advertising and sales materials. Notwithstanding anything contained herein, Company shall be responsible for the Contracts that operates compliance of all advertising and sales literature prepared by the Company with all applicable federal, state and NASD requirements (h) The Company will provide to the specific prejudice Distributor at least one complete copy of all registration statements, prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that include a description of or information regarding the Funds VIS-A-VIS promptly after the filing of such document with the SEC or other regulatory authority. (i) Each party will comply with reasonable requests for information and documents regarding the Funds or the other investment media party's compliance with its obligations under this Agreement made available for the Contracts by the Companyother party, by the Funds' Board of Directors or by any appropriate governmental entity or self regulatory organization.