Common use of Diversification and Qualification Clause in Contracts

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable annuity contracts under the Internal Revenue Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to time, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulation. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: (a) to notify the Company of such breach; and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will will, with respect to each Designated Portfolio, comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation §1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation §1.817-5. 6.2. The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation Section 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure Fund and the Distributor each represents and warrants that the Fund will at all times sell its shares and invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts under the Internal Revenue Code Code, and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund each Designated Portfolio thereof will at all times comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation §1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it the Fund and Distributor will take all reasonable stepssteps to: (a) to notify the Company of such breach; , and (b) to adequately diversify the Fund so as to achieve compliance within the 30-day grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund and the Distributor each represents and warrants that it is shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans, and that no person has or will purchase shares in any Portfolio for any purpose or under any circumstances that would preclude the Company from “looking through” to the investments of each Designated Portfolio in which it invests, pursuant to the “look through” rules found in Treasury Regulation 1.817-5. No shares of any Designated Portfolio of the Fund will be qualified sold to the general public. 6.3. The Fund and the Distributor each represents and warrants that the Fund and each Designated Portfolio intends to qualify as a Regulated Investment Company “regulated investment company” under Subchapter M of the Internal Revenue Code, and that it each Designated Portfolio will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. 6.4. The Fund and that it Distributor each will notify the Company immediately upon having a reasonable basis for believing that it the Fund or any Designated Portfolio has ceased to so qualify comply with the aforesaid Section 817(h) diversification or that it Subchapter M qualification requirements or might not so qualify comply in the future. 6.36.5. The Company represents agrees that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of if the Internal Revenue CodeService (“IRS”) asserts in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, or any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Fund and that it will make every effort to maintain Distributor as a result of such treatment, and that it will a failure or alleged failure: (a) the Company shall promptly notify the Fund and the Distributor immediately upon having of such assertion or potential claim and promptly provide a copy of all correspondence and other materials received by the Company in connection therewith; (b) the Company shall consult with, and work cooperatively with, the Fund and the Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure; (c) the Company shall use commercially reasonable efforts to minimize any liability of the Fund and the Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent; (d) any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Fund and the Distributor (together with any supporting information or analysis) within at least two (2) Business Days prior to submission; (e) the Company shall provide the Fund and the Distributor with such cooperation as the Fund and the Distributor shall reasonably request (including, without limitation, by permitting the Fund and the Distributor to review the relevant books and records of the Company) in order to facilitate review by the Fund and the Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; and (f) the Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund and the Distributor (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund and the Distributor, which shall not be unreasonably withheld; provided that the Company shall not be required to appeal any adverse judicial decision unless the Fund shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for believing taking such appeal; and further provided that the Contracts have ceased to be so treated or that they might not be so treated Fund and the Distributor shall bear the costs and expenses, including reasonable attorney’s fees, incurred by the Company in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code complying with this clause (or any successor or similar provisionf), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will will, with respect to each Designated Portfolio, comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817ss.1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817ss.1.817-5. 6.2. The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

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

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the Code ) and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, each Designated Portfolio of the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5817.5. 6.2. 6.2 The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that Subject to Company’s representations and warranties in Sections 2.1, 2.3 and 6.3, the Fund represents and warrants that it will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will make every effort to continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation §1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation §1.817-5. 6.2. The Fund represents and warrants that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents and warrants that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, contracts under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Adviser immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "“modified endowment contract" ” as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. In addition, the Company represents and warrants that each of its Accounts is a “segregated asset account” and that interests in the Accounts are offered exclusively through the purchase of or transfer into a “variable contract” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use every effort to continue to meet such definitional requirements, and it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code") and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation Sec. 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5817.5. 6.2. 6.2 The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that 6.1 Subject to the Company's maintaining the treatment of the Contracts as life insurance, endowment, or annuity contracts under applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations issued thereunder (or any successor provisions), the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817(S)1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5817.5. 6.2. 6.2 The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The 6.3 Subject to the Fund's compliance with Section 817(h) of the Code and Treasury Regulation (S)1.817-5, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, any amendments or other modifications or successor provisions to such Sections or Regulations, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code") and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, each Designated Portfolio of the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation Section 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5817.5. 6.2. 6.2 The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.modified

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817ss.1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will will, with respect to each Designated Portfolio, comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation §1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or Regulation. In the event of a breach of this Article VI Section 6.1 by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation §1.817-5. If the Fund does not so cure the noncompliance with Section 817(h) of the Code, the Fund will reasonably cooperate in good faith with the Company’s efforts to obtain a ruling and/or closing agreement, as provided in Revenue Procedure 92-25 issued by the Internal Revenue Service (or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), that such Designated Portfolio satisfies the requirements of Section 817(h) for the period or periods of noncompliance. The Company shall reasonably cooperate with the Fund’s efforts undertaken pursuant to this Section 6.1. 6.2. The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every reasonable effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M, the Fund will take all reasonable steps necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M, including reasonably cooperating in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M, the Fund will reasonably cooperate in good faith with the Company’s efforts to obtain a ruling and/or closing agreement that such Designated Portfolio satisfies the requirements of Subchapter M for the period or periods of noncompliance. The Company shall reasonably cooperate with the Fund’s efforts undertaken pursuant to this Section 6.2. 6.3. The Subject to the Fund’s compliance with Section 6.1 of this Agreement, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will will, with respect to each Designated Portfolio, comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation §1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation §1.817-5. 6.2. The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "“modified endowment contract" ” as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended ("Code") and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will represents that it will, with respect to each Designated Portfolio, comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5Section1.817.5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by VI, the Fund, it Fund will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5Section1.817.5. 6.2. 6.2 The Fund represents that it each Designated Portfolio is or will be currently qualified (and for new Designated Portfolios, intends to qualify) as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it a Designated Portfolio has ceased to so qualify or that it a Designated Portfolio might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund Fund, the Adviser and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable annuity contracts under the Internal Revenue Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to time, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulation. In the event of a breach of this Article VI by the Fund, it will take all reasonable stepsTrust represents that: (a) to notify the Company of such breach; and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is currently has elected or will be qualified elect to qualify as a Regulated Investment Company regulated investment company under Subchapter M of the Internal Revenue Code, and that ; (b) it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisionsprovision); (c) and that it will notify the Company MetLife Insurance immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3; and (d) it will seek to minimize any damages and to rectify its failure to so qualify promptly. The Company represents Trust acknowledges that any failure to qualify as a regulated investment company will eliminate the ability of the Accounts to avail themselves of the "look through" provisions of Section 817(h) of the Code and that, as a result, the MetLife Insurance Contracts are currently, and at the time of issuance shall be, treated will almost certainly fail to qualify as life insurance and annuity contracts under Section 817(h) of the Code. 6.2. The Trust further represents that it will at all times invest money from the Accounts in such a manner as to assure that the MetLife Insurance Contracts will be treated as variable annuity or annuity variable life insurance contracts under the Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Trust represents that it will at all times comply with Section 817(h) of the Code and Treasury Regulation 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, under applicable provisions and any amendments or other modifications to such Section or Regulations. In the event of a breach of this Article VI by the Internal Revenue CodeTrust, and the Trust warrants that it will make every effort take all reasonable steps: (a) to maintain immediately notify MetLife Insurance of such treatment, breach; and that it will notify (b) to adequately diversify the Fund and Trust's assets so as to achieve compliance within the Distributor immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contractgrace period afforded by Regulation 1.817-5.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund Trust will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable annuity insurance contracts under the Internal Revenue Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund Trust will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to time, relating to the diversification requirements for variable annuityinsurance, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulation. In the event of a breach of this Article VI by the FundTrust, it will take all reasonable steps: (a) to notify the Company of such breach; and (b) to adequately diversify the Fund Trust so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents Trust and the Adviser represent that it the Trust is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund Trust and the Distributor immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will will, with respect to each Designated Portfolio, comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation Section 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation Section 1.817-5. 6.2. The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund Trust will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable annuity insurance contracts under the Internal Revenue Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund Trust will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to time, relating to the diversification requirements for variable annuityinsurance, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulation. In the event of a breach of this Article VI by the FundTrust, it will take all reasonable steps: (a) to notify the Company Companies of such breach; and (b) to adequately diversify the Fund Trust so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents Trust and the Adviser represent that it the Trust is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company Companies immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents Companies represent that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund Trust and the Distributor immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees Companies agree that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation Section 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. The Fund represents that, under the terms of its investment advisory agreements with the investment adviser, the investment adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio's investment objectives, policies and restrictions as set forth in the Fund prospectus. The Fund represents that these investment objectives, policies, and restrictions do and will include operating as a regulated investment company ("RIC") in compliance with Subchapter M of the Code and Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that each Designated Portfolio is managed in compliance with Section 817(h) and regulations thereunder. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code") and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817ss.1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach as promptly as possible and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5817.5. 6.2. 6.2 The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, each Portfolio of the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-‘1.817- 5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5817.5. 6.2. 6.2 The Fund represents that it each Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "“modified endowment contract" ” as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817ss.1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund Fund, the Adviser, and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

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

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation §1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "“modified endowment contract" ” as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable annuity contracts under the Internal Revenue Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to time, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulation. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: (a) to notify the Company of such breach; and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.is

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation Section 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817(S)1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation §1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "“modified endowment contract" ” as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code") and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, each Designated Portfolio of the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation SECTION 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5817.5. 6.2. 6.2 The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.modified

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code") and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, each Designated Portfolio of the Fund has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817ss.1 817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or Regulation. Regulations, In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach as promptly as possible and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-817 5. 6.2. 6.2 The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. future The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure Trust represents and warrants that the Trust will invest the assets of each Designated Fund will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust represents and warrants that each Designated Fund of the Trust will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the FundTrust, it will (a) take all reasonable steps: (a) steps to notify the Company of such breach; breach and (b) immediately take all necessary steps to adequately diversify the Fund Trust so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-51.817.5. 6.2. 6.2 The Fund Trust represents that it each Designated Fund is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. The Trust acknowledges that compliance with Subchapter M is an essential element of compliance with Section 817(h). 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund Trust and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "“modified endowment contract" ” as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will will, with respect to each Designated Portfolio, comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817(S)1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817(S)1.817-5. 6.2. The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.modified

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code") and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, each Designated Portfolio of the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation Section 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company Society of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5817.5. 6.2. 6.2 The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company Society immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. 6.3 The Company Society represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company Society agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will will, with respect to each Designated Portfolio, comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation §1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation §1.817-5.. Upon request, the Fund agrees to use its bests efforts provide the Company with written proof of compliance with Section 817(h) within 20 calendar days of the end of each quarter, but in no event later than 15 business days after the end of each quarter, substantially in the form attached as Schedule D. 6.2. The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "“modified endowment contract" ” as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure Fund and the Distributor each represents and warrants that the Fund will at all times sell its shares and invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts under the Internal Revenue Code Code, and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund each Designated Portfolio thereof will at all times comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation Section 1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it the Fund and Distributor will take all reasonable stepssteps to: (a) to notify the Company of such breach; , and (b) to adequately diversify the Fund so as to achieve compliance within the 30-day grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund and the Distributor each represents and warrants that it is shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans, and that no person has or will purchase shares in any Portfolio for any purpose or under any circumstances that would preclude the Company from "looking through" to the investments of each Designated Portfolio in which it invests, pursuant to the "look through" rules found in Treasury Regulation 1.817-5. No shares of any Designated Portfolio of the Fund will be qualified sold to the general public. 6.3. The Fund and the Distributor each represents and warrants that the Fund and each Designated Portfolio intends to qualify as a Regulated Investment Company "regulated investment company" under Subchapter M of the Internal Revenue Code, and that it each Designated Portfolio will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. 6.4. The Fund and that it Distributor each will notify the Company immediately upon having a reasonable basis for believing that it the Fund or any Designated Portfolio has ceased to so qualify comply with the aforesaid Section 817(h) diversification or that it Subchapter M qualification requirements or might not so qualify comply in the future. 6.36.5. The Company represents agrees that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of if the Internal Revenue CodeService ("IRS") asserts in writing in connection with any governmental audit or review of the Company or, to the Company's knowledge, or any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Fund and that it will make every effort to maintain Distributor as a result of such treatment, and that it will a failure or alleged failure: (a) the Company shall promptly notify the Fund and the Distributor immediately upon having of such assertion or potential claim and promptly provide a copy of all correspondence and other materials received by the Company in connection therewith; (b) the Company shall consult with, and work cooperatively with, the Fund and the Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure; (c) the Company shall use commercially reasonable efforts to minimize any liability of the Fund and the Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent; (d) any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Fund and the Distributor (together with any supporting information or analysis) within at least two (2) Business Days prior to submission; (e) the Company shall provide the Fund and the Distributor with such cooperation as the Fund and the Distributor shall reasonably request (including, without limitation, by permitting the Fund and the Distributor to review the relevant books and records of the Company) in order to facilitate review by the Fund and the Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; and (f) the Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund and the Distributor (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund and the Distributor, which shall not be unreasonably withheld; provided that the Company shall not be required to appeal any adverse judicial decision unless the Fund shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for believing taking such appeal; and further provided that the Contracts have ceased to be so treated or that they might not be so treated Fund and the Distributor shall bear the costs and expenses, including reasonable attorney's fees, incurred by the Company in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code complying with this clause (or any successor or similar provisionf), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817ss.1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable annuity contracts under the Internal Revenue Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to time, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulation. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: (a) to notify the Company of such breach; and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "“modified endowment contract" ” as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, each Portfolio of the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation ‘1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5817.5. 6.2. 6.2 The Fund represents that it each Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "“modified endowment contract" ” as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will represents and warrants that it will, with respect to each Designated Portfolio, comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation §1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation §1.817-5. 6.2. The Fund represents and warrants that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that 6.1 Subject to the Company’s maintaining the treatment of the Contracts as life insurance, endowment, or annuity contracts under applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations issued thereunder (or any successor provisions), the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation §1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5817.5. 6.2. 6.2 The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The 6.3 Subject to the Fund’s compliance with Section 817(h) of the Code and Treasury Regulation §1.817-5, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, any amendments or other modifications or successor provisions to such Sections or Regulations, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "“modified endowment contract" ” as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity life insurance contracts under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation §1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. Upon request, the Fund will provide written certification of compliance with Section 1.817-5 within ten calendar days of the end of each calendar quarter. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, contracts under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "“modified endowment contract" ” as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract be identified as a modified endowment contract in the contract.

Diversification and Qualification. 6.1. The Adviser will ensure 6.1 Assuming that the Contracts comply with paragraph 6.3 below, the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code") and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817ss.1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5817.5. 6.2. The 6.2 Assuming that the Contracts comply with paragraph 6.3 below, the Fund represents that it and each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.36.3 Assuming that the Designated Portfolios in which the Account invests comply with paragraphs 6. The l and 6.2 above, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of to the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure Fund and the Distributor each represents and warrants that the Fund will at all times sell its shares and invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts under the Internal Revenue Code Code, and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund each Designated Portfolio will at all times comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation §1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it the Fund and Distributor will take all reasonable stepssteps to: (a) to notify the Company of such breach; , and (b) to adequately diversify the Fund so as to achieve compliance within the 30-day grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund and the Distributor each represents and warrants that it is shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans, and that no person has or will purchase shares in any Portfolio for any purpose or under any circumstances that would preclude the Company from “looking through” to the investments of each Designated Portfolio in which it invests, pursuant to the “look through” rules found in Treasury Regulation 1.817-5. No shares of any Designated Portfolio of the Fund will be qualified sold to the general public. 6.3. The Fund and the Distributor each represents and warrants that the Fund and each Designated Portfolio intends to qualify as a Regulated Investment Company “regulated investment company” under Subchapter M of the Internal Revenue Code, and that it each Designated Portfolio will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. 6.4. The Fund and that it Distributor each will notify the Company immediately upon having a reasonable basis for believing that it the Fund or any Designated Portfolio has ceased to so qualify comply with the aforesaid Section 817(h) diversification or that it Subchapter M qualification requirements or might not so qualify comply in the future. 6.36.5. The Company represents agrees that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of if the Internal Revenue CodeService (“IRS”) asserts in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, any Contract owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise become aware of any facts that could give rise to any claim against the Fund and that it will make every effort to maintain Distributor as a result of such treatment, and that it will a failure or alleged failure: (a) the Company shall promptly notify the Fund and the Distributor immediately upon having of such assertion or potential claim and promptly provide a copy of all correspondence and other materials received by the Company in connection therewith; (b) the Company shall consult with, and work cooperatively with, the Fund and the Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure; (c) the Company shall use commercially reasonable efforts to minimize any liability of the Fund and the Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent; (d) any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Fund and the Distributor (together with any supporting information or analysis) within at least two (2) Business Days prior to submission; (e) the Company shall provide the Fund and the Distributor with such cooperation as the Fund and the Distributor shall reasonably request (including, without limitation, by permitting the Fund and the Distributor to review the relevant books and records of the Company) in order to facilitate review by the Fund and the Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; and (f) the Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund and the Distributor (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund and the Distributor, which shall not be unreasonably withheld; provided that the Company shall not be required to appeal any adverse judicial decision unless the Fund shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for believing taking such appeal; and further provided that the Contracts have ceased to be so treated or that they might not be so treated Fund and the Distributor shall bear the costs and expenses, including reasonable attorney’s fees, incurred by the Company in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code complying with this clause (or any successor or similar provisionf), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code") and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation Section 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of off this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5817.5. 6.2. 6.2 The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort use commercially reasonable efforts to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort use commercially reasonable efforts to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817ss.1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code") and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation Section 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5817.5. 6.2. 6.2 The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts; whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will will, with respect to each Designated Portfolio, comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation §1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation §1.817-5. 6.2. The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will represents it will, with respect to each Designated Portfolio, comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-§ 1.817- 5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation § 1.817-5. 6.2. The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "“modified endowment contract" ” as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation §1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will will, with respect to each Designated Portfolio, comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation Section 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation Section 1.817-5. 6.2. The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is intended to be a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that 6.1 Subject to the Society's representations in Section 2.2, the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance Contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, each Designated Portfolio of the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company Society of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5817.5. 6.2. 6.2 The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company Society immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company 6.3 Subject to the Fund's compliance with applicable diversification requirements, the Society represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company Society agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will will, with respect to each Designated Portfolio, comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation ss. 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817ss.1.817-5. 6.2. The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that 6.1 Subject to the Company's maintaining the treatment of the Contracts as life insurance, endowment, or annuity contracts under applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations issued thereunder (or any successor provisions), the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation (S) 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5817.5. 6.2. 6.2 The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The 6.3 Subject to the Fund's compliance with Section 817(h) of the Code and Treasury Regulation '1.817-5, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, any amendments or other modifications or successor provisions to such Sections or Regulations, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser Subject to Company's representations and warranties in Section 2.1 and 6.3, the Trust represents and warrants that it will ensure that invest the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund Trust represents and warrants that each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817ss.1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or Regulation. In the event of a breach of this Article VI by Section 6.1, the Fund, it Trust will take all reasonable steps: use every effort (a) to notify the Company of immediately upon having a reasonable basis for believing that such breach; requirements have ceased to be met or that they may not be met in the future, and (b) to adequately diversify the Fund Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817ss.1.817-5. 6.2. The Fund Trust represents and warrants that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents and warrants that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue CodeCode (except to the extent that such treatment depends upon a Designated Portfolio's compliance with the diversification requirements of Section 817(h) of the Code and Treasury Regulation ss.1.817-5), and that it will make every effort to maintain such treatment, and that it will notify the Fund Trust and the Distributor Adviser immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The In addition, Company agrees represents and warrants that any prospectus offering a contract that each of its Accounts is a "modified endowment segregated asset account" and that interests in the Accounts are offered exclusively through the purchase of or transfer into a "variable contract" as that term is defined in within the meaning of such terms under Section 7702A 817 of the Internal Revenue Code (and the regulations thereunder. Company will use every effort to continue to meet such definitional requirements, and it will notify the Trust and the Adviser immediately upon having a reasonable basis for believing that such requirements have ceased to be met or any successor or similar provision), shall identify such contract as a modified endowment contractthat they might not be met in the future.

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure Trust represents and warrants that the Trust will invest the assets of each Designated Fund will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust represents and warrants that each Designated Fund of the Trust will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the FundTrust, it will (a) take all reasonable steps: (a) steps to notify the Company of such breach; breach and (b) immediately take all necessary steps to adequately diversify the Fund Trust so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-51.817.5. 6.2. 6.2 The Fund Trust represents that it each Designated Fund is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. The Trust acknowledges that compliance with Subchapter M is an essential element of compliance with Section 817(h). 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, . treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund Trust and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "“modified endowment contract" ” as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation Section 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5.S. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it IT might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure Fund and Underwriter represent and warrant that the Fund will at all times sell its shares and invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts under the Internal Revenue Code of 1986, as amended (the "Code") and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund and Underwriter represent and warrant that the Fund and each Portfolio thereof will at all times comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulation. In the event of a breach of this Article VI by that any Portfolio is not so diversified, the Fund, it Fund will take all reasonable steps: (a) to notify the Company of such breach; and (b) will use reasonable efforts to adequately diversify the Fund Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. No shares of any series or portfolio of the Fund will be sold to the general public. 6.3. The Fund represents and Underwriter represent and warrant that it is the Fund and each Portfolio are or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it best efforts will make every effort be used to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it as long as shares of any Portfolio are held by the Separate Account. 6.4. The Fund or Underwriter will notify the Company immediately upon having a reasonable basis for believing that it the Fund or any Portfolio has ceased to so qualify comply with the aforesaid Section 817(h) diversification or that it Subchapter M qualification requirements or might not so qualify comply in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. 6.1 The Adviser Advisor will ensure that invest the assets of the Fund will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5817.5. 6.2. 6.2 The Fund Underwriter represents that it the Fund is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817Section1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that 6.1 Subject to the Company's maintaining the treatment of the Contracts as life insurance, endowment, or annuity contracts under applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations issued thereunder (or any successor provisions), the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation Section 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to To the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5Section 817.5. 6.2. 6.2 The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The 6.3 Subject to the Fund's compliance with Section 817(h) of the Code and Treasury Regulation Section 1.817-5, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, any amendments or other modifications or successor provisions to such Sections or Regulations, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1This text is hidden, do not remove. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817section1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: promptly (a) to notify the Company of such breach; breach and (b) take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. 6.1 The Adviser Fund represents that it will ensure that invest the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code") and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, each Designated Portfolio of the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation '1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Fund shall provide Company a certification of its compliance with Section 817(h) of the Code and Treasury Regulation 1.817-55 within twenty (20) days of the end of each calendar quarter. 6.2. 6.2 The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code") and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, each Designated Portfolio of the Fund will comply with Section 817(h8 17(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5817.5. 6.2. 6.2 The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation § 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "“modified endowment contract" ” as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied with and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation Section §1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: (a) to notify the Company of such breach; breach and (b) immediately take all necessary steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. The Fund acknowledges that compliance with Subchapter M is an essential element of compliance with Section 817(h). 6.3. The Fund shall provide the Company or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements on a quarterly basis. 6.4. Subject to Sections 6.1 and 6.2, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Adviser immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "“modified endowment contract" ” as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. In addition, the Company represents and warrants that the Account is a “segregated asset account” and that interests in the Account are offered exclusively through the purchase of or transfer into a “variable contract” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use every effort to continue to meet such definitional requirements, and it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. The Company represents and warrants that it will not purchase Fund shares with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans. 6.5. The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company or, to the Company’s knowledge, of any Contract owner, that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Fund or Adviser as a result of such a failure or alleged failure: (a) The Company shall promptly notify the Fund and the Adviser of such assertion or potential claim; (b) The Company shall consult with the Fund and the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure; (c) The Company shall use its best efforts to minimize any liability of the Fund or the Adviser resulting from such failure; (d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations) shall be provided by the Company to the Fund and the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission; (e) The Company shall provide the Fund and the Adviser with such cooperation as the Fund and the Adviser shall reasonably request (including, without limitation, by permitting the Fund and the Adviser to review the relevant books and records of the Company) in order to facilitate review by the Fund and the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; and (f) The Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund and the Adviser (i) compromise or settle any claim; (ii) accept any adjustment on audit, or (iii) forgo any allowable administrative or judicial appeals, without the express written consent of the Fund and the Adviser, which shall not be unreasonably withheld, provided that the Company shall not be required to appeal any adverse judicial decision unless the Fund or the Adviser shall have provided an opinion of counsel to the effect that a reasonable basis exists for taking such an appeal; and further provided that the Fund or the Adviser shall bear the expenses, including reasonable attorney’s fees, incurred by the Company in complying with this part (f) of section 6.5 hereof.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts under as defined in sections 817(d) and (g) of the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will will, with respect to each Designated Portfolio, comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation §1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations, if required. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to promptly notify the Company of such breach; breach and (b) to adequately diversify the Fund affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation §1.817-5. 6.2. The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation Section 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will (a) take all reasonable steps: (a) steps to notify the Company of such breach; breach and (b) immediately take all necessary steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. The Fund acknowledges that compliance with Subchapter M is an essential element of compliance with Section 817(h). 6.3. The Fund shall provide the Company or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements on a quarterly basis. 6.4. Subject to Sections 6.1 and 6.2, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "“modified endowment contract" ” as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure Fund represents and warrants that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund represents and warrants that each Designated Portfolio of the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will (a) take all reasonable steps: (a) steps to notify the Company of such breach; breach and (b) immediately take all necessary steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-51.817.5. 6.2. 6.2 The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. The Fund acknowledges that compliance with Subchapter M is an essential element of compliance with Section 817(h). 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "“modified endowment contract" ” as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code") and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817(S)1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5817.5. 6.2. 6.2 The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it is will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation Section 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will (a) take all reasonable steps: (a) steps to notify the Company of such breach; breach and (b) promptly take all necessary steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. The Fund acknowledges that compliance with Subchapter M is an essential element of compliance with Section 817(h). 6.3. The Fund shall provide the Company or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements upon request. 6.4. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.modified

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable annuity insurance contracts under the Internal Revenue Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to time, relating to the diversification requirements for variable annuityinsurance, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulation. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: (a) to notify the Company of such breach; and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Fund and its Adviser will ensure each represent and warrant that the Fund each Designated Portfolio will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable annuity contracts under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or Regulation. In the event of a breach of this Article VI Section 6.1 by the Fund, it will take all reasonable stepssteps reasonably necessary to: (a) to notify the Company of such breach; , and (b) to adequately diversify the Fund Designated Portfolios so as to achieve compliance within the 30-day grace period afforded by Treasury Regulation 1.817-5. 6.2. The Subject to Section 6.3 hereof, the Fund represents and the Underwriter each represent and warrant that it is shares of a Designated Portfolio will not be sold to any Participating Insurance Company or will be qualified as a Regulated Investment Company other person under Subchapter M of the Internal Revenue Code, and any circumstances that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify would preclude the Company immediately upon having a reasonable basis for believing that from "looking through" to the investments of each Designated Portfolio in which it has ceased invests, pursuant to so qualify or that it might not so qualify the "look-through" rules found in the futureTreasury Regulation 1.817-5. 6.3. Subject to Section 6.2 hereof, the Company represents and warrants that neither it nor any Account will purchase shares of a Designated Portfolio for any purpose or under any circumstances if such purchase would preclude any Participating Insurance Company that also invests in such Portfolio from "looking through" to the investments of that Portfolio, pursuant to the "look-through" rules found in Treasury Regulation 1.817-5. 6.4. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund Fund, the Adviser, and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation §1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: promptly (a) to notify the Company of such breach; breach and (b) take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has compiled and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817ss.1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that 6.1 Subject to the Company's maintaining the treatment of the Contracts as life insurance, endowment, or annuity contracts under applicable provisions of the Code and the regulations issued thereunder (or any successor provisions), the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817ss.1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5817.5. 6.2. 6.2 The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.36.3 Subject to the Fund's compliance with Section 817(h) of the Code and Treasury Regulation ss. The 1.817-5, and any Treasury interpretations thereof; relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, any amendments or other modifications or successor provisions to such Sections or Regulations, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the futurefixture. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation § 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents and warrants that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "“modified endowment contract" ” as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. 6.1 The Adviser Fund represents that it will ensure that invest the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code") and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, each Designated Portfolio of the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Fund shall provide Company a certification of its compliance with Section 817(h) of the Code and Treasury Regulation 1.817-55 within twenty (20) days of the end of each calendar quarter. 6.2. 6.2 The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation (S) 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. 6.1 The Trust and the Adviser will ensure represent and warrant that the Fund Trust will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund Trust, the Distributor and the Adviser represent and warrant that each Designated Portfolio of the Trust will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of the Trust or the Adviser has a reasonable basis to believe there is a breach of this Article VI by the FundTrust or a breach might occur in the future, it will take all reasonable steps: steps (a) to notify the Company immediately of such breach or future breach; , and (b) to adequately diversify the Fund Trust’s assets so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5l.817.5. 6.2. 6.2 The Fund represents Trust and the Adviser represent and warrant that it each Designated Portfolio is or will be qualified as a Regulated Investment Company “regulated investment company” under Subchapter M of the Internal Revenue Code, Code and that it they will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it they will notify the Company immediately promptly upon having a reasonable basis for believing that it any such Designated Portfolio has ceased to so qualify qualify, or that it might not so qualify in the future, as a “regulated investment company.” The Trust acknowledges that compliance with Subchapter M is an essential element of compliance with Section 817(h). 6.3. 6.3 The Company represents and warrants that it believes, in good faith, the Contracts are currently, and at the time of issuance shall be, treated as annuity, endowment, or life insurance or annuity insurance contracts, whichever is appropriate, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund Trust, the Adviser, and the Distributor immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. In addition, the Company represents and warrants that the Account is a “segregated asset account” and that interests in the Account are offered exclusively through the purchase of or transfer into a “variable contract” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use every effort to continue to meet such definitional requirements, and it will notify the Trust, the Adviser and the Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. The Company represents and warrants that it will not purchase Trust shares with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans. The Company agrees that any prospectus offering a contract that is a "“modified endowment contract" ,” as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. 6.4 The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company (or, to the Company’s knowledge, of any Contract owner) that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Trust, the Distributor or the Adviser as a result of such a failure or alleged failure: (a) The Company shall promptly notify the Trust, the Distributor and the Adviser of such assertion or potential claim; (b) The Company shall consult with the Trust, the Distributor and the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure; (c) The Company shall use its best efforts to minimize any liability of the Trust, the Distributor and the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section l.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent; (d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section l.817-5(a)(2)) shall be provided by the Company to the Trust, the Distributor and the Adviser (together with any supporting information or analysis) contemporaneous with such submission; (e) The Company shall provide the Trust, the Distributor and the Adviser with such cooperation as the Trust, the Distributor and the Adviser shall reasonably request (including, without limitation, by permitting the Trust, the Distributor and the Adviser to review the relevant books and records of the Company) in order to facilitate the review by the Trust, the Distributor and the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) The Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Trust, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forgo any allowable administrative or judicial appeals, without the express written consent of the Trust, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Trust, the Distributor, or the Adviser shall have provided an opinion of independent counsel to the effect that a reason able basis exists for taking such appeal; and further provided that the Trust, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney’s fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will will, with respect to each Designated Portfolio, comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation §1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation §1.817-5. 6.2. The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every reasonable effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "“modified endowment contract" ” as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure 6.1 Subject to Insurance Company’s representations and warranties in Section 6.3, the Trust represents and warrants that the Trust will invest the assets of each Designated Fund will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Trust represents and warrants that each Designated Fund of the Trust will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or Regulation. In the event of a breach of this Article VI by the FundTrust, it will (a) take all reasonable steps: (a) steps to notify the Insurance Company of such breach; breach and (b) promptly take all necessary steps to adequately diversify the Designated Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-51.817.5. 6.2. 6.2 The Fund Trust represents that it each Designated Fund is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Insurance Company immediately promptly upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The 6.3 Insurance Company represents and warrants that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund Trust and the Distributor TPIS immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The In addition, Insurance Company agrees represents and warrants that any prospectus offering a contract that each of its Accounts is a "modified endowment “segregated asset account” and that interests in the Accounts are offered exclusively through the purchase of or transfer into a “variable contract" as that term is defined in ” within the meaning of such terms under Section 7702A 817 of the Internal Revenue Code (and the regulations thereunder. Insurance Company will use every reasonable effort to continue to meet such definitional requirements, and it will notify the Trust and TPIS immediately upon having a reasonable basis for believing that such requirements have ceased to be met or any successor or similar provision), shall identify such contract as a modified endowment contractthat they might not be met in the future. Insurance Company further represents and warrants that it and the Accounts are Qualified Persons.

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code") and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation Subsection 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach as promptly as possible and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5817.5. 6.2. 6.2 The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation Sec. 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, each Portfolio of the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation ‘1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. Upon request, the Fund shall provide Company a certification of each Fund’s compliance with Section 817(h) of the Code and Treasury Regulation 1.817-55 for the preceding calendar quarter. 6.2. 6.2 The Fund represents that it each Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "“modified endowment contract" ” as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will will, with respect to each Designated Portfolio, comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817ss.1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817ss.1.817-5. 6.2. 6.2 The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.modified

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation Section 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will (a) take all reasonable steps: (a) steps to notify the Company of such breach; breach and (b) immediately take all necessary steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort use its best efforts to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. The Fund acknowledges that compliance with Subchapter M is an essential element of compliance with Section 817(h). 6.3. The Fund shall provide the Company or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements on a quarterly basis. 6.4. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code") and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817ss.1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5817.5. 6.2. 6.2 The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h8 I7(h) of the Internal Revenue Code and Treasury Regulation §1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "“modified endowment contract" ” as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended ("Code") and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will represents that it will, with respect to each Designated Portfolio, comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5Section1.817.5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by VI, the Fund, it Fund will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5Section1.817.5. 6.2. 6.2 The Fund represents that it each Designated Portfolio is or will be currently qualified (and for new Designated Portfolios, intends to qualify) as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it a Designated Portfolio has ceased to so qualify or that it a Designated Portfolio might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund Fund, the Adviser and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.<Page>

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund Trust will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable annuity insurance contracts under the Internal Revenue Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund Trust will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to time, relating to the diversification requirements for variable annuity, insurance endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulation. In the event of a breach of this Article VI by the FundTrust, it will take all reasonable steps: (a) to notify the Company of such breach; and (b) to adequately diversify the Fund Trust so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents Trust and the Adviser represent that it the Trust is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund Trust and the Distributor immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1This text is hidden, do not remove. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation section 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents and warrants that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h8l7(h) of the Internal Revenue Code and Treasury Regulation Section 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain maintain, such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, be treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, each Portfolio of the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation '1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. Upon request, the Fund shall provide Company a certification of each Fund’s compliance with Section 817(h) of the Code and Treasury Regulation 1.817-55 for the preceding calendar quarter. 6.2. 6.2 The Fund represents that it each Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended ("Code") and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will will, with respect to each Designated Portfolio, comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation Section 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by VI, the Fund, it Fund will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation Section 1.817-5. 6.2. The Fund represents that it each Designated Portfolio is or will be currently qualified (and for new Designated Portfolios, intends to qualify) as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it a Designated Portfolio has ceased to so qualify or that it a Designated Portfolio might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund Fund, the Adviser and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will represents it will, with respect to each Designated Portfolio, comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation Section 1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation Section 1.817-5. 6.2. The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will represents it will, with respect to each Designated Portfolio, comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-Section 1.817- 5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation Section 1.817-5. 6.2. The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. 6.1 The Adviser will ensure that the Fund will at all times invest money from the Contracts assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as variable annuity contracts annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code") and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, each Designated Portfolio of the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817ss.1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Fund shall provide Company a certification of its compliance with Section 817(h) of the Code and Treasury Regulation 1.817-55 within twenty (20) days of the end of each calendar quarter. 6.2. 6.2 The Fund represents that it each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. 6.3 The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts its assets in such a manner as to ensure that the Contracts will be treated as variable annuity contracts or life insurance contracts, whichever is appropriate, under the Internal Revenue Code and the regulations issued thereunderthereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817ss.1.817-5, as amended from time to timeand any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts contracts, and any amendments or other modifications or successor provisions to such Section or RegulationRegulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: steps (a) to notify the Company of such breach; breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it It will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.