Common use of DEALERS' UNDERTAKINGS Clause in Contracts

DEALERS' UNDERTAKINGS. In offering and selling shares of the Funds, the Dealer shall comply with all applicable state and federal laws and regulations and all applicable rules of the National Association of Securities Dealers, Inc. (the "NASD"). In the event of the suspension, revocation, cancellation or other impairment of the Dealer's membership in the NASD or the Dealer's registration, license or qualification to sell shares of the Funds under any applicable state or federal law or regulation, the Dealer shall give the Underwriter prompt notice of such suspension, revocation, cancellation or other impairment, and the Dealer's authority under this Agreement shall thereupon terminate as provided in paragraph 10. The Dealer shall not sell shares of the Funds pursuant to this Agreement unless the then current Prospectus is furnished to the purchaser prior to the offer and sale. The Dealer shall not use any supplemental sales literature of any kind without prior written approval of the Underwriter unless it is furnished by the Underwriter for such purpose ("Approved Supplemental Sales Literature"). No person is authorized to make any representation concerning shares of the Funds except those contained in the then current Prospectus (and/or Statement of Additional Information, if any) or Approved Supplemental Sales Literature. In offering and selling shares of the Funds, the Dealer shall rely solely on the representations contained in the then current Prospectus (and/or Statement of Additional Information, if any) or Approved Supplemental Sales Literature. With respect to any Fund offering multiple classes of shares, the Dealer shall disclose to prospective investors the existence of all available classes of such Fund and shall determine the suitability of each available class as an investment for each such prospective investor. The Dealer understands and agrees that each shareholder account which includes shares of any Fund subject to the Fund's contingent deferred sales charge (as described in the applicable Fund's current Prospectus and Statement of Additional Information) shall not be included in the Dealer's Omnibus or house account, if any, but shall be established as a separate shareholder account in which purchase and redemption transactions are reported separately to the Underwriter. Dealer agrees to furnish to Underwriter such information as may from time to time be requested by Underwriter for the purpose of complying with the applicable provisions of federal or state securities laws and the by-laws, rules or regulations of the NASD or any other securities regulatory authority. Dealer shall immediately notify the Compliance Department of Underwriter of any proceeding, suit or action, whether criminal, civil or administrative, or the commencement by the NASD or any other securities regulatory authority or any other state or federal authority of any investigation, if such proceeding, suit, action or investigation arises out of or in connection with Dealer's activities as broker or dealer with respect to the Funds. Dealer shall also immediately notify the Compliance Department of Underwriter of any complaint by a customer or prospective customer or regulatory authority regarding the Funds or Dealer's activities as broker or dealer with respect to the Funds. Except for those books and records required by law or regulation to be maintained by Dealer, all books, documents, prospectuses, application forms or other materials or supplies in the possession of Dealer which pertain to the Funds or to the business of Underwriter shall be the property of Underwriter, which at any and all times shall be open to inspection by any duly authorized representative of Underwriter and at the termination of this Agreement shall be returned to Underwriter.

DEALERS' UNDERTAKINGS. In offering and selling shares of the Funds, the Each Dealer shall severally agrees: (a) to comply with all applicable state the restrictions and federal laws and regulations and all applicable rules of agreements set forth in Schedule 1 unless otherwise agreed in writing with the National Association of Securities Dealers, Inc. Issuer; and (the "NASD"). In the event of the suspension, revocation, cancellation or other impairment of the Dealer's membership in the NASD or the Dealer's registration, license or qualification to sell shares of the Funds under any applicable state or federal law or regulation, the Dealer shall give the Underwriter prompt notice of such suspension, revocation, cancellation or other impairment, and the Dealer's authority under this Agreement shall thereupon terminate as provided in paragraph 10. The Dealer shall b) not sell shares of the Funds pursuant to this Agreement unless the then current Prospectus is furnished to the purchaser prior to the offer and sale. The Dealer shall not use any supplemental sales literature of any kind without prior written approval of the Underwriter unless it is furnished by the Underwriter for such purpose ("Approved Supplemental Sales Literature"). No person is authorized to make any representation concerning shares or provide any information regarding the Issuer, the CBC or any Covered Bonds other than (i) as contained herein or in the Base Prospectus and the Final Terms or (ii) where the source is information made publicly available by the Issuer or the CBC, (iii) as is approved in writing for such purpose by the Issuer or (where applicable) the CBC, (iv) to the extent required by law or any competent authority, or (v) to its professional advisers under conditions of confidentiality. Without prejudice to the other rights and remedies of the Funds except those Issuer and the CBC, each Dealer severally undertakes with the Issuer and the CBC that it will hold the Issuer and the CBC indemnified against any Loss which the Issuer and/or the CBC may incur or which may be made against any or all of them as a result of any breach by such Dealer of any of its undertakings contained in Clause 10.1, provided that, without prejudice to any other claim the then current Prospectus (and/or Statement of Additional InformationIssuer or the CBC may have against the Dealer, if any) or Approved Supplemental Sales Literature. In offering and selling shares of the Funds, the no Dealer shall rely solely on be liable to hold the representations contained in Issuer and/or the then current Prospectus (and/or Statement CBC indemnified against any loss arising from the sale of Additional Information, if any) or Approved Supplemental Sales Literature. With respect Covered Bonds to any Fund offering multiple classes person believed in good faith by that Dealer on reasonable grounds after making all investigations under applicable law to be a person to whom Covered Bonds could legally be sold in compliance with the provisions of shares, the Dealer shall disclose to prospective investors the existence of all available classes of such Fund and shall determine the suitability of each available class as an investment for each such prospective investorSchedule 1. The provisions of Clauses 8.3 and 8.4 will apply mutatis mutandis to this Clause 10. Each Dealer understands and agrees that a determination will be made in relation to each shareholder account which includes shares issue of any Fund subject to the Fund's contingent deferred sales charge (as described in the applicable Fund's current Prospectus and Statement of Additional Information) shall not be included in the Dealer's Omnibus or house accountCovered Bonds about whether, if any, but shall be established as a separate shareholder account in which purchase and redemption transactions are reported separately to the Underwriter. Dealer agrees to furnish to Underwriter such information as may from time to time be requested by Underwriter for the purpose of complying with the applicable provisions of federal or state securities laws and EU MiFID II Product Governance rules under EU Delegated Directive 2017/593 (the by-laws"MiFID II Product Governance Rules") or, rules or regulations to the extent applicable, for the purpose of the NASD or UK MiFIR Product Governance rules under the FCA Handbook Product Intervention and Product Governance Sourcebook (the ''UK MiFIR Product Governance Rules''), any other securities regulatory authority. Dealer shall immediately notify subscribing for any Covered Bonds is a manufacturer in respect of such Covered Bonds, however that, otherwise, neither the Compliance Department Arranger nor any Dealer nor any of Underwriter their respective affiliates will be a manufacturer for the purpose of any proceedingthe MIFID II Product Governance Rules or, suit or action, whether criminal, civil or administrative, or the commencement by the NASD or any other securities regulatory authority or any other state or federal authority of any investigation, if such proceeding, suit, action or investigation arises out of or in connection with Dealer's activities as broker or dealer with respect to the Funds. Dealer shall also immediately notify extent applicable, the Compliance Department of Underwriter of any complaint by a customer or prospective customer or regulatory authority regarding the Funds or Dealer's activities as broker or dealer with respect to the Funds. Except for those books and records required by law or regulation to be maintained by Dealer, all books, documents, prospectuses, application forms or other materials or supplies in the possession of Dealer which pertain to the Funds or to the business of Underwriter shall be the property of Underwriter, which at any and all times shall be open to inspection by any duly authorized representative of Underwriter and at the termination of this Agreement shall be returned to UnderwriterUK MiFIR Product Governance Rules.

DEALERS' UNDERTAKINGS. In offering and selling shares of the FundsVariable Contracts, the Dealer shall comply with all applicable state and federal laws and regulations and applicable to it, all applicable rules of the National Association of Securities Dealers, Inc. (the "NASD")) applicable to it, and all policies and rules of the Underwriter applicable to it and communicated in writing to it. In the event of the suspension, revocation, cancellation or other impairment of the Dealer's membership in the NASD or the Dealer's registration, license or qualification to sell shares of the Funds Variable Contracts under any applicable state or federal law or regulation, the Dealer shall give the Underwriter prompt notice of such suspension, revocation, cancellation or other impairment, and the Dealer's authority under this Agreement shall thereupon terminate as provided in paragraph 10Paragraph 12. The Dealer shall not sell shares any of the Funds Variable Contracts pursuant to this Agreement unless the then current applicable Prospectus is furnished to the purchaser prior to the offer and sale. The Dealer shall not use any supplemental sales literature of any kind without prior written approval of the Underwriter unless it is furnished by the Underwriter for such purpose ("Approved Supplemental Sales Literature"). No person is authorized to make any representation concerning shares of the Funds Variable Contracts, the Issuer or the Issuer's separate accounts except those contained in the then current Prospectus Prospectuses (and/or Statement Statements of Additional Information, if any) or Approved Supplemental Sales Literature. In offering and selling shares of the FundsVariable Contracts, the Dealer shall rely solely on the representations contained in the then current Prospectus Prospectuses (and/or Statement Statements of Additional Information, if any) or Approved Supplemental Sales Literature. With respect to any Fund offering multiple classes of shares, the Dealer shall disclose to prospective investors the existence of all available classes of such Fund and shall determine the suitability of each available class as an investment for each such prospective investor. The Dealer understands and agrees that each shareholder account which includes shares of any Fund subject to the Fund's contingent deferred sales charge (as described in the applicable Fund's current Prospectus and Statement of Additional Information) shall not be included in the Dealer's Omnibus or house account, if any, but shall be established as a separate shareholder account in which purchase and redemption transactions are reported separately to the Underwriter. Dealer agrees to furnish to Underwriter such information as may from time to time be requested by Underwriter for the purpose of complying with the applicable provisions of federal or state securities laws and the by-laws, rules or regulations of the NASD or any other securities regulatory authority. Dealer shall immediately notify the Compliance Department of Underwriter of any proceeding, suit or action, whether criminal, civil or administrative, or the commencement by the NASD or any other securities regulatory authority or any other state or federal authority of any investigation, if such proceeding, suit, action or investigation arises out of or in connection with Dealer's activities as broker or dealer dealer, or insurance agent or agency, with respect to the FundsVariable Contracts. Dealer shall also immediately notify the Compliance Department of Underwriter of any complaint by a customer or prospective customer or regulatory authority regarding the Funds Variable Contracts or Dealer's activities as broker or dealer dealer, or insurance agent or agency, with respect to the FundsVariable Contracts. Except for those books and records required by law or regulation to be maintained by Dealer, all books, documents, prospectuses, application forms or other materials or supplies in the possession of Dealer which pertain to the Funds Variable Contracts or to the business of Underwriter or the Issuer shall be the property of UnderwriterUnderwriter or the Issuer, as the case may be, which at any and all times shall be open to inspection by any duly authorized representative of Underwriter or Issuer and at the termination of this Agreement shall be returned to Underwriter.

DEALERS' UNDERTAKINGS. In offering and selling A. No person is authorized to make any representations concerning the Company's shares except those contained in the Company's then current Prospectus. The Participating Dealer agrees to comply with the Prospectus delivery requirements of the Funds, the Dealer shall comply with all applicable state Securities act of 1933 and federal laws and regulations and all applicable rules of the National Association of Securities Dealers, Inc. (the "NASD"). In the event of the suspension, revocation, cancellation or other impairment of the Dealer's membership in the NASD or the Dealer's registration, license or qualification to sell shares of the Funds under any applicable state or federal law or regulation, the Dealer shall give the Underwriter prompt notice of such suspension, revocation, cancellation or other impairment, and the Dealer's authority under this Agreement shall thereupon terminate as provided in paragraph 10Regulations thereunder. The Participating Dealer shall agrees not sell shares of the Funds pursuant to this Agreement unless the then current Prospectus is furnished to the purchaser prior to the offer and sale. The Dealer shall not use any supplemental sales literature of any kind without prior written approval of the Underwriter unless it is furnished by the Underwriter for such purpose ("Approved Supplemental Sales Literature"). No person is authorized to make any representation concerning shares of the Funds except those contained in the then current Prospectus (and/or Statement of Additional Information, if any) or Approved Supplemental Sales Literaturepurpose. In offering and selling shares of the Fundsshares, the Participating Dealer shall will rely solely on the representations contained in the Company's current Prospectus. Additional copies of the then current Prospectus (and/or Statement will be supplied by the Underwriter in reasonable quantities upon request. B. The Participating Dealer will comply with the preliminary and definitive Prospectus delivery requirements of Additional Information, if any) Rule 15c2-8 adopted under the Securities Exchange Act of 1934. The Participating Dealer will not sell the shares pursuant to this Agreement unless a preliminary or Approved Supplemental Sales Literaturefinal Prospectus is furnished to the purchaser at least 48 hours prior to the mailing of the confirmation of sale or is sent to such person under such circumstances that it would be received by him 48 hours prior to his receipt of a confirmation of sale. With respect to any Fund offering multiple classes of sharesIn addition, the Dealer shall disclose to prospective investors the existence of all available classes of such Fund and shall determine the suitability of each available class as an investment for each such prospective investor. The Participating Dealer understands and agrees that each shareholder account during the 90-day period after the first date upon which includes the shares of any Fund subject are first offered to the Fund's contingent deferred sales charge (as described public, all dealers effecting transactions in the applicable Fundshares may be required to deliver the Company's then current Prospectus and Statement of Additional Information) shall not be included in the Dealer's Omnibus to any purchasers thereof prior to or house account, if any, but shall be established as a separate shareholder account in which purchase and redemption transactions are reported separately to the Underwriter. Dealer agrees to furnish to Underwriter such information as may from time to time be requested by Underwriter for the purpose of complying concurrent with the receipt of the confirmation of sale. Additional copies of the then current Prospectus will be supplied by the Underwriter in reasonable quantities upon request for such purposes. C. The Participating Dealer will comply with all applicable provisions of federal or and state securities laws and the by-laws, rules or regulations of the NASD or any other securities regulatory authority. Dealer shall immediately notify the Compliance Department of Underwriter of any proceeding, suit or action, whether criminal, civil or administrative, or the commencement by the NASD or any other securities regulatory authority or any other state or federal authority of any investigation, if such proceeding, suit, action or investigation arises out of or in connection with Dealerthe sale of the shares to its customers. In furtherance of this undertaking, the Participating Dealer agrees not to engage in any "parking arrangements" or "multiple tying arrangements" or accept any after market orders for the Company's activities as broker or dealer with respect Common Stock prior to the Funds. Dealer shall also immediately notify closing of the Compliance Department of Underwriter of any complaint by a customer or prospective customer or regulatory authority regarding the Funds or Dealer's activities as broker or dealer with respect to the Funds. Except for those books and records required by law or regulation to be maintained by Dealer, all books, documents, prospectuses, application forms or other materials or supplies in the possession of Dealer which pertain to the Funds or to the business of Underwriter shall be the property of Underwriter, which at any and all times shall be open to inspection by any duly authorized representative of Underwriter and at the termination of this Agreement shall be returned to Underwriteroffering.

DEALERS' UNDERTAKINGS. In offering 8.1 With respect to each applicable Tranche of Notes, each Dealer severally agrees to comply with the restrictions and selling shares agreements set out in Appendix 2 unless otherwise agreed with the Issuer. 8.2 The representations, warranties and undertakings of each of the Funds, the Dealer shall comply with all applicable state and federal laws and regulations and all applicable rules of the National Association of Securities Dealers, Inc. (the "NASD"). In the event of the suspension, revocation, cancellation or other impairment of the Dealer's membership in the NASD or the Dealer's registration, license or qualification to sell shares of the Funds under any applicable state or federal law or regulation, the Dealer shall give the Underwriter prompt notice of such suspension, revocation, cancellation or other impairment, and the Dealer's authority Dealers under this Agreement shall thereupon terminate as provided clause 8 are several and not joint. 8.3 The Issuer and each Guarantor acknowledges and agrees that, in paragraph 10. The Dealer shall not sell shares of the Funds pursuant relation to this Agreement unless and the then current Prospectus issue of any Notes: (a) each of the Dealers has been retained only to act as an independent contractor to provide the services of a manager as expressly set out in this Agreement. Regardless of any pre-existing or separate relationship, it is furnished agreed that this Agreement does not give rise to any fiduciary duties on the part of the Dealers to the purchaser prior Issuer or the Guarantors, or any other person connected to the offer Issuer or the Guarantors, in connection with this Agreement; (b) neither the Issuer nor any Guarantor is relying on the Dealers for any advice, including advice on legal, tax and saleaccounting matters in any jurisdiction, which, if the Issuer or any Guarantor requires it, it will obtain from separate advisers; (c) consistent with the broad range of activities that each Dealer undertakes for itself and others, and acknowledging that these may involve interests that differ from those of the Issuer and the Guarantors, the Issuer and each Guarantor agrees that the Dealers are under no duty to disclose to, or use for the benefit of, the Issuer or the Guarantors any information about or derived from these other activities or to account to the Issuer or the Guarantors for any benefits obtained in connection with such other activities. The Dealer shall not use manner and circumstances in which the Dealers will manage and disclose any supplemental sales literature conflicts of interest are fully set out in their respective conflicts policies, which are available on request; (d) the Issuer and the Guarantors will independently determine the price and other commercial aspects of any kind without prior written approval offering of Notes with or through the Underwriter unless Dealers following arm’s-length negotiations with the Dealers. The Issuer and each Guarantor also acknowledges that such price and commercial terms may not reflect the best price and/or terms obtainable in the market and acknowledges that it is furnished capable of evaluating and understands and accepts the terms of and risks associated with the services and transactions contemplated by this Agreement; and (e) save as set out in any agreement reached pursuant to clause 2, this Agreement constitutes the Underwriter for such purpose ("Approved Supplemental Sales Literature")entire agreement related to the matters described herein. No person is authorized to make any representation concerning shares of To the Funds except those contained in the then current Prospectus (and/or Statement of Additional Information, if any) or Approved Supplemental Sales Literature. In offering fullest extent permitted by applicable laws and selling shares of the Fundsregulations, the Dealer shall rely solely on the representations contained in the then current Prospectus (and/or Statement of Additional InformationIssuer and each Guarantor waives any rights it may have, if any) or Approved Supplemental Sales Literature. With respect to any Fund offering multiple classes of shares, the Dealer shall disclose to prospective investors the existence of all available classes of such Fund and shall determine the suitability of each available class as an investment for each such prospective investor. The Dealer understands and agrees that each shareholder account which includes shares the Dealers will not be liable to anyone, for breaches or alleged breaches of any Fund subject fiduciary duties relating to the Fund's contingent deferred matters described in this Agreement. In particular, and without limitation, the Issuer and each Guarantor agrees that it will not claim or allege that any Dealer is liable for the timing, terms or structure of the offering, for the offer price being set at a level that is too high or too low, or for any sales charge of securities by investors to which such securities are allocated. 8.4 Nothing in clause 8.3 purports to exclude the obligations and duties imposed on the Dealers by the regulatory system (as described defined in the applicable Fund's current Prospectus Financial Conduct Authority Handbook of Rules and Statement of Additional Information) shall not be included in the Dealer's Omnibus or house account, if any, but shall be established as a separate shareholder account in which purchase and redemption transactions are reported separately to the Underwriter. Dealer agrees to furnish to Underwriter such information as may from time to time be requested by Underwriter for the purpose of complying with the applicable provisions of federal or state securities laws and the by-laws, rules or regulations of the NASD or any other securities regulatory authority. Dealer shall immediately notify the Compliance Department of Underwriter of any proceeding, suit or action, whether criminal, civil or administrative, or the commencement by the NASD or any other securities regulatory authority or any other state or federal authority of any investigation, if such proceeding, suit, action or investigation arises out of or in connection with Dealer's activities as broker or dealer with respect to the Funds. Dealer shall also immediately notify the Compliance Department of Underwriter of any complaint by a customer or prospective customer or regulatory authority regarding the Funds or Dealer's activities as broker or dealer with respect to the Funds. Except for those books and records required by law or regulation to be maintained by Dealer, all books, documents, prospectuses, application forms or other materials or supplies in the possession of Dealer which pertain to the Funds or to the business of Underwriter shall be the property of Underwriter, which at any and all times shall be open to inspection by any duly authorized representative of Underwriter and at the termination of this Agreement shall be returned to UnderwriterGuidance).

DEALERS' UNDERTAKINGS. In offering and selling shares of the Funds, the 8.1 Each Dealer shall severally agrees to comply with all applicable state the selling restrictions and federal laws and regulations and all applicable rules of agreements set out in Appendix B hereto unless otherwise agreed with the National Association of Securities Dealers, Inc. (the "NASD"). In the event of the suspension, revocation, cancellation or other impairment of the Dealer's membership in the NASD or the Dealer's registration, license or qualification to sell shares of the Funds under any applicable state or federal law or regulation, the relevant Issuer. 8.2 Each Dealer shall give the Underwriter prompt notice of such suspension, revocation, cancellation or other impairmentacknowledges to, and the Dealer's authority under this Agreement shall thereupon terminate as provided severally agrees with, PTIF, PT and PTC that: (a) none of PTIF, PT or PTC has authorised it to make representations in paragraph 10. The Dealer shall not sell shares of the Funds pursuant to this Agreement unless the then current Prospectus is furnished to the purchaser prior to the offer and sale. The Dealer shall not use connection with any supplemental sales literature sale or proposed sale of any kind without prior written approval of the Underwriter unless it is furnished by the Underwriter for such purpose ("Approved Supplemental Sales Literature"). No person is authorized to make any representation concerning shares of the Funds except Notes other than those contained in the then current Prospectus Offering Circular or the information approved in writing and provided by any of PTIF and/or PT and/or PTC pursuant to clause 7 (and/or Statement of Additional Information, if anytaken together with the Offering Circular); and (b) or Approved Supplemental Sales Literature. In offering and selling shares it will not circulate any version of the Funds, Offering Circular other than the latest version of the Offering Circular published by the Issuers and made available to such Dealer shall rely solely on the representations contained in the then current Prospectus (and/or Statement of Additional Information, if any) or Approved Supplemental Sales Literature. With respect to any Fund offering multiple classes of shares, the Dealer shall disclose to prospective investors the existence of all available classes of such Fund and shall determine the suitability of each available class as an investment for each such prospective investor. The Dealer understands and agrees that each shareholder account which includes shares of any Fund subject to the Fund's contingent deferred sales charge (as described in the applicable Fund's current Prospectus and Statement of Additional Information) shall not be included in the Dealer's Omnibus or house account, if any, but shall be established as a separate shareholder account in which purchase and redemption transactions are reported separately to the Underwriter. Dealer agrees to furnish to Underwriter such information as may from time to time time. 8.3 Without prejudice to the other rights and remedies of PTIF, PT or PTC, each Dealer severally undertakes with PTIF, PT and PTC that it will hold any of PTIF and/or PT and/or PTC indemnified against any losses, liabilities, costs, claims, charges, expenses, actions or demands which any of PTIF and/or PT and/or PTC may incur or which may be requested made against each or any of them as a result of any breach by Underwriter for such Dealer of any of its undertakings contained in clauses 8(1) provided that, without prejudice to any other claim any of PTIF and/or PT and/or PTC may have against such Dealer, no Dealer shall be liable to hold any of PTIF and/or PT and/or PTC indemnified against any losses, liabilities, costs, claims, charges, expenses, actions or demands arising from the purpose sale of complying Notes to any person believed in good faith by such Dealer, on reasonable grounds after making all reasonable investigations, to be a person to whom Notes could legally be sold in compliance with the applicable provisions of federal or state securities laws and the by-lawsAppendix B. The provisions of clause 6.2 shall apply, rules or regulations of the NASD or mutatis mutandis, to any other securities regulatory authority. Dealer shall immediately notify the Compliance Department of Underwriter of any proceeding, suit or action, whether criminal, civil or administrative, or the commencement by the NASD or any other securities regulatory authority or any other state or federal authority of any investigation, if such proceeding, suit, action or investigation arises out of or in connection with Dealer's activities as broker or dealer with respect claim for indemnity pursuant to the Funds. Dealer shall also immediately notify the Compliance Department of Underwriter of any complaint by a customer or prospective customer or regulatory authority regarding the Funds or Dealer's activities as broker or dealer with respect to the Funds. Except for those books and records required by law or regulation to be maintained by Dealer, all books, documents, prospectuses, application forms or other materials or supplies in the possession of Dealer which pertain to the Funds or to the business of Underwriter shall be the property of Underwriter, which at any and all times shall be open to inspection by any duly authorized representative of Underwriter and at the termination of this Agreement shall be returned to Underwriterclause.

DEALERS' UNDERTAKINGS. In offering and selling shares of the FundsVariable Contracts, the Dealer shall comply with all applicable state and federal laws and regulations and applicable to it, all applicable rules of the National Association of Securities Dealers, Inc. (the "NASD")) applicable to it, and all policies and rules of the Underwriter applicable to it and communicated in writing to it. In the event of the suspension, revocation, cancellation or other impairment of the Dealer's membership in the NASD or the Dealer's registration, license or qualification to sell shares of the Funds Variable Contracts under any applicable state or federal law or regulation, the Dealer shall give the Underwriter prompt notice of such suspension, revocation, cancellation or other impairment, and the Dealer's authority under this Agreement shall thereupon terminate as provided in paragraph 10Paragraph 12. The Dealer shall not sell shares any of the Funds Variable Contracts pursuant to this Agreement unless the then current applicable Prospectus is furnished to the purchaser prior to the offer and sale. The Dealer shall not use any supplemental sales literature of any kind without prior written approval of the Underwriter unless it is furnished by the Underwriter for such purpose ("Approved Supplemental Sales Literature"). No person is authorized to make any representation concerning shares of the Funds Variable Contracts, the Issuer or the Issuer's separate accounts except those contained in the then current Prospectus Prospectuses (and/or Statement Statements of Additional Information, if any) or Approved Supplemental Sales Literature. In offering and selling shares of the FundsVariable Contracts, the Dealer shall rely solely on the representations contained in the then current Prospectus Prospectuses (and/or Statement Statements of Additional Information, if any) or Approved Supplemental Sales Literature. With respect to any Fund offering multiple classes of shares, the Dealer shall disclose to prospective investors the existence of all available classes of such Fund and shall determine the suitability of each available class as an investment for each such prospective investor. The Dealer understands and agrees that each shareholder account which includes shares of any Fund subject to the Fund's contingent deferred sales charge (as described in the applicable Fund's current Prospectus and Statement of Additional Information) shall not be included in the Dealer's Omnibus or house account, if any, but shall be established as a separate shareholder account in which purchase and redemption transactions are reported separately to the Underwriter. Dealer agrees to furnish to Underwriter such information as may from time to time be requested by Underwriter for the purpose of complying with the applicable provisions of federal or state securities laws and the by-laws, rules or regulations of the NASD or any other securities regulatory authorityauthority or for purposes of satisfying the requirements of an IMSA assessment. Dealer shall immediately notify the Compliance Department of Underwriter of any proceeding, suit or action, whether criminal, civil or administrative, or the commencement by the NASD or any other securities regulatory authority or any other state or federal authority of any investigation, if such proceeding, suit, action or investigation arises out of or in connection with Dealer's activities as broker or dealer dealer, or insurance agent or agency, with respect to the FundsVariable Contracts. Dealer shall also immediately notify the Compliance Department of Underwriter of any complaint by a customer or prospective customer or regulatory authority regarding the Funds Variable Contracts or Dealer's activities as broker or dealer dealer, or insurance agent or agency, with respect to the FundsVariable Contracts. Except for those books and records required by law or regulation to be maintained by Dealer, all books, documents, prospectuses, application forms or other materials or supplies in the possession of Dealer which pertain to the Funds Variable Contracts or to the business of Underwriter or the Issuer shall be the property of UnderwriterUnderwriter or the Issuer, as the case may be, which at any and all times shall be open to inspection by any duly authorized representative of Underwriter or Issuer and at the termination of this Agreement shall be returned to Underwriter.

DEALERS' UNDERTAKINGS. In offering 8.1 With respect to each applicable Tranche of Notes, each Dealer severally agrees to comply with the restrictions and selling shares agreements set out in Appendix 2 unless otherwise agreed with the Issuer. 8.2 The representations, warranties and undertakings of each of the Funds, the Dealer shall comply with all applicable state and federal laws and regulations and all applicable rules of the National Association of Securities Dealers, Inc. (the "NASD"). In the event of the suspension, revocation, cancellation or other impairment of the Dealer's membership in the NASD or the Dealer's registration, license or qualification to sell shares of the Funds under any applicable state or federal law or regulation, the Dealer shall give the Underwriter prompt notice of such suspension, revocation, cancellation or other impairment, and the Dealer's authority Dealers under this Agreement shall thereupon terminate as provided clause 8 are several and not joint. 8.3 The Issuer and each Guarantor acknowledges and agrees that, in paragraph 10. The Dealer shall not sell shares of the Funds pursuant relation to this Agreement unless and the then current Prospectus issue of any Notes: (a) each of the Dealers has been retained only to act as an independent contractor to provide the services of a manager as expressly set out in this Agreement. Regardless of any pre-existing or separate relationship, it is furnished agreed that this Agreement does not give rise to any fiduciary duties on the part of the Dealers to the purchaser prior Issuer or the Guarantors, or any other person connected to the offer Issuer or the Guarantors, in connection with this Agreement; (b) neither the Issuer nor any Guarantor is relying on the Dealers for any advice, including advice on legal, tax and saleaccounting matters in any jurisdiction, which, if the Issuer or any Guarantor requires it, it will obtain from separate advisers; (c) consistent with the broad range of activities that each Dealer undertakes for itself and others, and acknowledging that these may involve interests that differ from those of the Issuer and the Guarantors, the Issuer and each Guarantor agrees that the Dealers are under no duty to disclose to, or use for the benefit of, the Issuer or the Guarantors any information about or derived from these other activities or to account to the Issuer or the Guarantors for any benefits obtained in connection with such other activities. The Dealer shall not use manner and circumstances in which the Dealers will manage and disclose any supplemental sales literature conflicts of interest are fully set out in their respective conflicts policies, which are available on request; (d) the Issuer and the Guarantors will independently determine the price and other commercial aspects of any kind without prior written approval offering of Notes with or through the Underwriter unless Dealers following arm’s-length negotiations with the Dealers. The Issuer and each Guarantor also acknowledges that such price and commercial terms may not reflect the best price and/or terms obtainable in the market and acknowledges that it is furnished capable of evaluating and understands and accepts the terms of and risks associated with the services and transactions contemplated by this Agreement; and (e) save as set out in any agreement reached pursuant to clause 2, this Agreement constitutes the Underwriter for such purpose ("Approved Supplemental Sales Literature")entire agreement related to the matters described herein. No person is authorized to make any representation concerning shares of To the Funds except those contained in the then current Prospectus (and/or Statement of Additional Information, if any) or Approved Supplemental Sales Literature. In offering fullest extent permitted by applicable laws and selling shares of the Fundsregulations, the Dealer shall rely solely on the representations contained in the then current Prospectus (and/or Statement of Additional InformationIssuer and each Guarantor waives any rights it may have, if any) or Approved Supplemental Sales Literature. With respect to any Fund offering multiple classes of shares, the Dealer shall disclose to prospective investors the existence of all available classes of such Fund and shall determine the suitability of each available class as an investment for each such prospective investor. The Dealer understands and agrees that each shareholder account which includes shares the Dealers will not be liable to anyone, for breaches or alleged breaches of any Fund subject fiduciary duties relating to the Fund's contingent deferred matters described in this Agreement. In particular, and without limitation, the Issuer and each Guarantor agrees that it will not claim or allege that any Dealer is liable for the timing, terms or structure of the offering, for the offer price being set at a level that is too high or too low, or for any sales charge of securities by investors to which such securities are allocated. 8.4 Nothing in clause 8.3 purports to exclude the obligations and duties imposed on the Dealers by the regulatory system (as described defined in the applicable Fund's current Prospectus FCA Handbook of Rules and Statement of Additional Information) shall not be included in the Dealer's Omnibus or house account, if any, but shall be established as a separate shareholder account in which purchase and redemption transactions are reported separately to the Underwriter. Dealer agrees to furnish to Underwriter such information as may from time to time be requested by Underwriter for the purpose of complying with the applicable provisions of federal or state securities laws and the by-laws, rules or regulations of the NASD or any other securities regulatory authority. Dealer shall immediately notify the Compliance Department of Underwriter of any proceeding, suit or action, whether criminal, civil or administrative, or the commencement by the NASD or any other securities regulatory authority or any other state or federal authority of any investigation, if such proceeding, suit, action or investigation arises out of or in connection with Dealer's activities as broker or dealer with respect to the Funds. Dealer shall also immediately notify the Compliance Department of Underwriter of any complaint by a customer or prospective customer or regulatory authority regarding the Funds or Dealer's activities as broker or dealer with respect to the Funds. Except for those books and records required by law or regulation to be maintained by Dealer, all books, documents, prospectuses, application forms or other materials or supplies in the possession of Dealer which pertain to the Funds or to the business of Underwriter shall be the property of Underwriter, which at any and all times shall be open to inspection by any duly authorized representative of Underwriter and at the termination of this Agreement shall be returned to UnderwriterGuidance).