Common use of Diversification and Qualification Clause in Contracts

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (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 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) so as to achieve compliance within the grace period afforded by Regulation 817.5. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”), 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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), ) and the regulations issued thereunder (or any successor provisions). Without limiting the scope of the foregoing, each Designated designated Portfolio of the Fund will comply 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.5§1.817-5. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the The Company represents that the Contracts are currently, and at the time of issuance shall be, be treated as life insurance contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), ) and the regulations issued thereunder (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 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 The Fund will invest 7.1. Each Fund, the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), Distributor and the regulations issued thereunder (or any successor provisions). Without limiting the scope of the foregoing, Adviser represent and warrant that each Designated Fund and each Portfolio of the Fund thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation § §1.817-55 or any other regulations promulgated under Section 817(h), as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the AdviserEach Fund, the Distributor or the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach immediately upon having a reasonable basis for believing that a Fund or any Portfolio has ceased to comply with the Section 817(h) diversification or might not so comply in the future. To the extent that a Fund or Portfolio ceases to so qualify, the Fund and (b) the Adviser will use their best efforts to take all steps necessary to adequately diversify the Designated Portfolio(s) affected Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation 817.5§1.817-5. 6.2 The Fund represents 7.2. Each Fund, the Distributor and the Adviser represent and warrant that each Designated Fund and each Portfolio is or will be currently qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)Code, and that it each 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. Each Fund, the Distributor or the Adviser will notify the Company immediately upon having a reasonable basis for believing that it a Fund or any Portfolio has ceased to so qualify comply with the Subchapter M qualification requirements or that it might not so qualify comply in the future. 7.3. Without in any way limiting the effect of Sections 9.2, 9.3 and 9.4 hereof and without in any way limiting or restricting any other remedies available to the Company, the Adviser or the Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of a Fund or any Portfolio to comply with Sections 7.1 or 7.2, hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(c) of the 1940 Act). In addition, the event Distributor or the Adviser shall bear the costs of any noncompliance regarding the status of any Designated Portfolio as a RIC in bringing Contracts into compliance with Subchapter M and/or noncompliance under Section section 817(h)) of the Code following a diversification failure, and the Fund will pursue those efforts necessary costs of adverse tax consequences to enable affected Contract holders if the Contracts cannot be brought into compliance. 7.4. The Company agrees that Designated Portfolio if the IRS asserts in writing in connection with any governmental audit or review of the Company (or, to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts knowledge, of any Contract Owner) that any Portfolio has failed to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued by comply with the Internal Revenue Service (or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), that the Designated Portfolio satisfies the diversification requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the CodeCode or the Company otherwise becomes aware of any facts that could give rise to any claim against a Fund, the Distributor or the Adviser as a result of such a failure or alleged failure: (a) The Company shall promptly notify the Fund, the Distributor and the Adviser of such assertion or potential claim; (b) The Company shall consult with the Fund, 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 Fund, the Distributor and the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent; (d) Any written materials to be submitted by the Company to the IRS, any Contract Owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Fund, the Distributor and the Adviser (together with any supporting information or analysis) within a reasonable time after submission; (e) The Company shall provide the Fund, the Distributor and the Adviser with such cooperation as the Fund, the Distributor and the Adviser shall reasonably request (including, without limitation, by permitting the Fund, the Distributor and the Adviser to review the relevant books and records of the Company) in order to facilitate review by the Fund, 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 Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort not be required to maintain such treatment, and that it will notify appeal any adverse judicial decision unless the Fund and the Underwriter immediately upon having Adviser 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, the Distributor and the Adviser 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 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 Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, annuity or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “"Code”), ") and the regulations issued thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will, with respect to each Designated Portfolio of the Fund will Portfolio, comply 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by VI, the Fund, it Fund will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the affected Designated Portfolio(s) Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation 817.5Section 1.817-5. 6.2 The Fund represents that 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 Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund Fund, the Adviser and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “"modified endowment contract” " as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), ) and the regulations issued thereunder (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 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “"modified endowment contract” " as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 6.1. The Fund and the Distributor each represents and warrants that the Fund will at all times sell its shares and invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, annuity contracts under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions)thereunder. Without limiting the scope of the foregoing, each Designated Portfolio of the Fund thereof will at all times comply with Section 817(h) of the 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, contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it the Fund and Distributor will take all reasonable steps to: (a) to notify the Company of such breach breach, and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the 30-day grace period afforded by Regulation 817.51.817-5. 6.2 6.2. The Fund and the Distributor each represents and warrants that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans, 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 sold to the general public. 6.3. The Fund and the Distributor each represents and warrants that the Fund and each Designated Portfolio is or will be currently qualified as a Regulated Investment Company “regulated investment company” under Subchapter M of the Code (“RIC”)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. In The Fund or the event Distributor shall provide Company a certification of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in each Fund’s compliance with Section 817(h), including cooperation in good faith with ) of the CompanyCode and Treasury Regulation 1.817-5 within sixty (60) days of the end of each calendar quarter. 6.5. If the Fund does not so cure the noncompliance regarding The Company agrees that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued by 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, or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), Contract owner that the any Designated Portfolio satisfies has failed to comply with the diversification requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, Code or the Company represents otherwise becomes aware of any facts that could give rise to any claim against the Contracts are currently, Fund and at Distributor as a result of such a failure or alleged failure: (a) the time of issuance Company shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will promptly notify the Fund and the Underwriter immediately upon having Distributor of such assertion or potential claim; (b) the Company shall consult 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 its best 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; (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 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 Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “"Code”), ") and the regulations issued thereunder (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 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.51.817-5. The Fund shall provide Company a certification of its compliance with Section 817(h) of the Code and Treasury Regulation 1.817-5 within twenty (20) days of the end of each calendar quarter. The Fund represents that shares of each Designated Portfolio will only be sold to Participating Insurance Companies and that shares will not be sold to the general public. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “"modified endowment contract” " as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 The Fund will invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, annuity or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder there under (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 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.51.817-5. 6.2 The Fund represents that each Designated Portfolio it is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in The Fund acknowledges that compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as is a RIC in compliance with Subchapter M and/or to be in essential element of compliance with Section 817(h), including cooperation 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 and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to The Fund shall provide the Fund’s Company or its designee with reports certifying compliance with applicable diversification requirements under the aforesaid Section 817(h) of the Codediversification and Subchapter M qualification requirements upon request. 6.4 Subject to Section 6.1 and Section 6.2, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 6.1. The Fund will invest and the assets of Adviser represent and warrant that the Fund and each Designated Portfolio thereof will at all times invest money from the Contracts in such a manner as to ensure that not cause the Contracts will to fail to be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, variable contracts under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions)thereunder. Without limiting the scope of the foregoing, each Designated Portfolio of the Fund will at all times comply 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, contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI VII by the Fund, it will take all reasonable steps (a) to notify the Company Insurance Companies of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.5§1.817-5. 6.2 6.2. The Fund represents and the Adviser represent and warrant that the Fund and each Designated Portfolio is or will be currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended (hereinafter the “RICCode”), 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. 6.3. The Fund or Adviser will notify the Company immediately Insurance Parties promptly upon having a reasonable basis for believing that it the Fund or any Designated Portfolio has ceased to so qualify comply with the aforesaid Subchapter M qualification requirements or that it might not so qualify comply in the future. 6.4. In Without in any way limiting the event effect of Sections 7.2, 7.3 and 7.4 hereof and with- out in any way limiting or restricting any other remedies available to the Insurance Parties, the Adviser or Distributor will pay all costs associated with or arising out of any noncompliance regarding failure, or any anticipated or reasonably foreseeable failure, of the status of Fund or any Designated Portfolio to comply with Section 6.1 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a RIC funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed portfolio (including but not limited to an order pursuant to Section 26(c) of the 1940 Act); such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to the Insurance Parties and any federal income taxes or tax penalties and interest thereon (or “toll charges” or exactments or amounts paid in compliance settlement) incurred by any of the Insurance Parties with Subchapter M and/or noncompliance respect to itself or owners of its Contracts in connection with any such failure or anticipated or reasonably foreseeable failure. 6.5. Each Insurance Party represents and warrants that it will continuously administer and operate each Account(s) and Contract so as not to cause any Designated Portfolio of the Fund to fail to qualify under Section 817(h817 of the Code and Regulation §1.817-5 thereunder, as amended. 6.6. The Fund represents and warrants that it has received an order (File No. IC-27999) from the Commission granting Participating Insurance Companies and variable annuity separate accounts and variable life insurance separate accounts relief from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity separate accounts and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and qualified pension and retirement plans outside of the separate account context (the “Mixed and Shared Funding Exemptive Order”). The parties to this Agreement agree that the conditions or undertakings specified in the Mixed and Shared Funding Exemptive Order, when granted, and that may be imposed on the Insurance Parties, the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), Adviser by virtue of the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued receipt of such order by the Internal Revenue Service (or any applicable ruling or procedure subsequently issued Commission, will be incorporated herein by the Internal Revenue Service)reference, that the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance and such parties agree to comply with Section 817(h), for the period or periods of non-compliance. 6.3 Subject such conditions and undertakings to the Fund’s compliance with extent applicable diversification requirements under Section 817(h) of the Code, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain each such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contractparty.

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), Code ) and the regulations issued thereunder (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 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s 's investment objectivesobjective, policies and restrictions as set forth in the Fund’s prospectusFund Prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s 's status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s 's efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s 's compliance with applicable diversification requirements under Section 817(h) of the Code, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “"modified endowment contract” " as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 6.1. The Fund and the Distributor each represents and warrants that the Fund will at all times sell its shares and invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, annuity contracts under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions)thereunder. Without limiting the scope of the foregoing, each Designated Portfolio of the Fund thereof will at all times comply with Section 817(h) of the 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, contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it the Fund and Distributor will take all reasonable steps to: (a) to notify the Company of such breach breach, and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the 30-day grace period afforded by Regulation 817.51.817-5. 6.2 6.2. The Fund and the Distributor each represents and warrants that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans, 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 sold to the general public. 6.3. The Fund and the Distributor each represents and warrants that the Fund and each Designated Portfolio is or will be currently qualified as a Regulated Investment Company “regulated investment company” under Subchapter M of the Code (“RIC”)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. 6.5. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable The Company agrees that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued by 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, or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), Contract owner that the any Designated Portfolio satisfies has failed to comply with the diversification requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, Code or the Company represents otherwise becomes aware of any facts that could give rise to any claim against the Contracts are currently, Fund and at Distributor as a result of such a failure or alleged failure: (a) the time of issuance Company shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will promptly notify the Fund and the Underwriter immediately upon having Distributor of such assertion or potential claim; (b) the Company shall consult 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 its best 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; (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 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 Fund and the Distributor represent and warrant that the Fund will at all times sell its shares and invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, contracts under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions)thereunder. Without limiting the scope of the foregoing, the Fund and the Distributor represent and warrant that the Fund and each Designated Portfolio of the Fund thereof will at all times comply with Section 817(h) of the 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, contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under and the terms Distributor agree that shares of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) so as will be sold only to achieve compliance within the grace period afforded by Regulation 817.5Participating Insurance Companies and their separate accounts and to Qualified Plans. 6.2 6.2. No shares of any Designated Portfolio of the Fund will be sold to the general public. 6.3. The Fund represents and the Distributor represent and warrant that the Fund and each Designated Portfolio is or will be currently qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. 6.4. The Fund or Distributor will notify the Company Insurer 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. 6.5. In Without in any way limiting the event effect of Sections 8.2, 8.3 and 8.4 hereof and without in any way limiting or restricting any other remedies available to Insurer, the Distributor will pay all costs associated with or arising out of any noncompliance regarding failure, or any anticipated or reasonably foreseeable failure, of the status of Fund or any Designated Portfolio as to comply with Sections 6.1, 6.2, or 6.3 hereof, other than any failure or anticipated or reasonably foreseeable failure caused by a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), failure of the Fund will pursue those efforts Insurer to take all steps necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the Company represents ensure that the Contracts are currently, and at the time of issuance shall be, will be treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, contracts under applicable provisions of the Code, and that it will make every effort the regulations issued thereunder, including all costs associated with reasonable and appropriate corrections or responses to maintain any such treatmentfailure; such costs may include, but are not limited to, the costs involved in creating, organizing, and that it will notify the Fund and the Underwriter immediately upon having registering a reasonable basis new investment company as a funding medium for believing the Contracts have ceased and/or the costs of obtaining whatever regulatory authorizations are required 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 substitute shares of another investment company for those of the Code failed Portfolio (including but not limited to an order pursuant to Section 26(c) of the 1940 Act); such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to Insurer and any federal income taxes or tax penalties and interest thereon (or “toll charges” or exactments or amounts paid in settlement) incurred by Insurer with respect to itself or owners of its Contracts in connection with any successor such failure or similar provision), shall identify such contract as a modified endowment contractanticipated or reasonably foreseeable failure.

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), ) and the regulations issued thereunder (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 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), ) and the regulations issued thereunder (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 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.endowment

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “"Code”), ") and the regulations issued thereunder (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 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the respective Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.51.817-5. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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 respective 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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the Each Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Each Company agrees that any prospectus offering a contract that is a “"modified endowment contract” " as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 The Fund Funds will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), ) and the regulations issued thereunder (or any successor provisions). Without limiting the scope of the foregoing, each Designated Portfolio of the Fund Funds will comply 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the FundFunds, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Funds so as to achieve compliance within the grace period afforded by Regulation 817.5. 6.2 The Fund represents Funds represent that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable The Company represents, for purposes other than diversification requirements under Section 817(h) 817 of the Code, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund Funds and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. 6.4 The Funds shall provide the Company or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule B hereto; provided, however, that providing such reports does not relieve the Funds of their responsibility for such compliance or of its liability for any non-compliance. 6.5 Without in any way limiting the effect of Sections 8.2, 8.3 and 8.4 hereof and without in any way limiting or restricting any other remedies available to the Company, the Advisers or Underwriter will pay all costs associated with or arising out of any failure, or any anticipated or reason­ ably foreseeable failure, of the Funds or any Designated Portfolio to comply with Sections 6.1 or 6.2 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act).

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “"Code”), ") and the regulations issued thereunder (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 Code and Treasury Regulation § 1.817(S)1.817-5, 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 Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.5(S)1.817-5. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “"modified endowment contract” " as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “"Code”), ") and the regulations issued thereunder (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 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.51.817-5. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “"modified endowment contract” " as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 6.1. The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, annuity or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will, with respect to each Designated Portfolio of the Fund will Portfolio, comply 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectusRegulation. In the event of a breach of this Article VI Section 6.1 by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the affected Designated Portfolio(s) Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation 817.5§1.817-5. If the Fund does not so cure the noncompliance with Section 817(h) of the Code, the Fund will reasonably cooperate in good faith with the Company’s efforts to obtain a ruling and/or closing agreement, as provided in Revenue Procedure 92-25 issued by the Internal Revenue Service (or any applicable ruling or procedure subsequently issued by the Internal Revenue Sendee), that such Designated Portfolio satisfies the requirements of Section 817(h) for the period or periods of noncompliance. The Company shall reasonably cooperate with the Fund’s efforts undertaken pursuant to this Section 6.1. 6.2 6.2. The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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 and/or noncompliance under Section 817(h)M, the Fund will pursue those efforts take all reasonable steps necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h)M, including cooperation 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 and/or the noncompliance under Section 817(h)M, the Fund will reasonably cooperate in good faith with the Company’s efforts to obtain a ruling and 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), agreement that the such Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliancenoncompliance. The Company shall reasonably cooperate with the Fund’s efforts undertaken pursuant to this Section 6.2. 6.3 6.3. Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) 6.1 of the Codethis Agreement, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 The 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 invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (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 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. 6.2 The Fund represents that each Designated Portfolio it is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s 's compliance with applicable diversification requirements under Section 817(h) of the CodeCode 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 contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “"modified endowment contract” " as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “"Code”), ") and the regulations issued thereunder (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 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus prospectus, or offering memorandum, offering a contract that is a “"modified endowment contract” " as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 The 6.1. Subject to Company's representations and warranties in Section 2.1 and 6.3, the Fund represents and warrants will invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, annuity or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (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 Code and Treasury Regulation § 1.817ss.1.817-5, 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 Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 817.5ss.1.817-5. 6.2 6.2. The Fund represents and warrants that each Designated Portfolio it is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the 6.3. The Company represents and warrants that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter 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 Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), ) and the regulations issued thereunder (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 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 The 6.1. Subject to Company's representations and warranties in Section 2.1 and 6.3, the Fund represents and warrants will invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, annuity or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (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 Code and Treasury Regulation § 1.817(S)1.817-5, 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 Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 817.5(S)1.817-5. 6.2 6.2. The Fund represents and warrants that each Designated Portfolio it is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the 6.3. The Company represents and warrants that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter 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 Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “"Code”), ") and the regulations issued thereunder (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 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s 's investment objectives, policies and restrictions as set forth in the Fund’s prospectusFund Prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“"RIC”"), 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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s 's status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s 's efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s 's compliance with applicable diversification requirements under Section 817(h) of the Code, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “"modified endowment contract” " as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 5.1. The Fund and the Distributor represent and warrant that the Fund will at all times sell its shares and invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, contracts under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions)thereunder. Without limiting the scope of the foregoing, the Fund and the Distributor represent and warrant that the Fund and each Designated Portfolio of the Fund thereof will at all times comply with Section 817(h) of the 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, contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under and the terms Distributor agree that shares of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) so as will be sold only to achieve compliance within the grace period afforded by Regulation 817.5Participating Insurance Companies and their separate accounts and to Qualified Plans. 6.2 5.2. No shares of any Designated Portfolio of the Fund will be sold to the general public. 5.3. The Fund represents and the Distributor represent and warrant that the Fund and each Designated Portfolio is or will be currently qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. 5.4. The Fund or Distributor will notify the Company Insurer 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. 5.5. In Without in any way limiting the event effect of Sections 8.2, 8.3 and 8.4 hereof and without in any way limiting or restricting any other remedies available to Insurer, the Distributor will pay all costs associated with or arising out of any noncompliance regarding the status failure, or any anticipated or reasonably foreseeable failure, of ,he Fund or any Designated Portfolio as to comply with Sections 6.1, 6.2, or 6.3 hereof, other than any failure or anticipated or reasonably foreseeable failure caused by a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), failure of the Fund will pursue those efforts Insurer to take all steps necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the Company represents ensure that the Contracts are currently, and at the time of issuance shall be, will be treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, contracts under applicable provisions of the Code, and that it will make every effort the regulations issued thereunder, includ­ ing all costs associated with reasonable and appropriate corrections or responses to maintain any such treatmentfailure; such costs may include, but are not limited to, the costs involved in creating, organizing, and that it will notify the Fund and the Underwriter immediately upon having registering a reasonable basis new investment company as a funding medium for believing the Contracts have ceased and/or the costs of obtaining whatever regulatory authorizations are required 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 substitute shares of another investment company for those of the Code failed Portfolio (including but not limited to an order pursuant to Section 26(c) of the 1940 Act); such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to Insurer and any federal income taxes or tax penalties and interest thereon (or "toll charges" or exactments or amounts paid in settlement) incurred by Insurer with respect to itself or owners of its Contracts in connection with any successor such failure or similar provision), shall identify such contract as a modified endowment contractanticipated or reasonably foresee­ able failure.

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, annuity or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “"Code”), ") and the regulations issued thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will, with respect to each Designated Portfolio of the Fund will Portfolio, comply 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by VI, the Fund, it Fund will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the affected Designated Portfolio(s) Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation 817.51.817-5. 6.2 The Fund represents that 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 Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund Fund, the Adviser and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “"modified endowment contract” " as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 The 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 invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (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 Code and Treasury Regulation § 1.817(ss.)1.817-5, 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 Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. 6.2 The Fund represents that each Designated Portfolio it is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s 's compliance with applicable diversification requirements under Section 817(h) of the CodeCode and Treasury Regulation (ss.)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 contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “"modified endowment contract” " as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 The Fund Trust and the Distributor represent and warrant that: a) The Trust will at all times sell its shares and invest the its assets of each Designated Portfolio in such a manner as to ensure that the each Company’s Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, annuity contracts under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions). thereunder. b) Without limiting the scope of the foregoing, the Trust and each Designated Portfolio of the Fund thereof will at all times comply with Section 817(h) of the 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 contracts, annuity contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms . c) Shares of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) so as will be sold only to achieve compliance within the grace period afforded by Regulation 817.5Participating Insurance Companies and their separate accounts and to Qualified Plans. 6.2 d) No shares of any Designated Portfolio of the Trust will be sold to the general public. e) The Fund represents that Trust and each Designated Portfolio is or will be currently qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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 each 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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable . 6.2 Each Company agrees that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued by if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of any applicable ruling or procedure subsequently issued by the Internal Revenue Service)Company or, to any Company’s knowledge, of any Contractowner that the any Designated Portfolio satisfies has failed to comply with the diversification requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, Code or any Company otherwise becomes aware of any facts that could give rise to any claim against the Trust or Distributor as a result of such a failure or alleged failure that: a) Any applicable Company represents shall promptly notify the Trust and Distributor of such assertion or potential claim. b) Any applicable Company shall consult with the Trust and Distributor as to how to minimize any liability that the Contracts are currently, and at the time may arise as a result of issuance such failure or alleged failure. c) Any applicable Company shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions use its best efforts to minimize any liability of the CodeTrust and Distributor resulting from such failure, and including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased failure was inadvertent. d) Any written materials to be so treated submitted by any Company 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 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 Company to the Trust and Distributor (together with any supporting information or analysis) within at least two (2) business days prior to submission. e) Any Company shall provide the Trust and Distributor with such cooperation as the Trust and Distributor shall reasonably request (including, without limitation, by permitting the Trust and Distributor to review the relevant books and records of Company) 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 Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “"Code”), ") and the regulations issued thereunder (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 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.51.817.5. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “"modified endowment contract” " as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 The Fund Funds will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), ) and the regulations issued thereunder (or any successor provisions). Without limiting the scope of the foregoing, each Designated Portfolio of the Fund Funds will comply 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the FundFunds, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Funds so as to achieve compliance within the grace period afforded by Regulation 817.5. 6.2 The Fund represents Funds represent that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable The Company represents, for purposes other than diversification requirements under Section 817(h) 817 of the Code, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund Funds and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. 6.4 The Funds shall provide the Company or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule B hereto; provided, however, that providing such reports does not relieve the Funds of their responsibility for such compliance or of its liability for any non-compliance. 6.5 Without in any way limiting the effect of Sections 8.2, 8.3 and 8.4 hereof and without in any way limiting or restricting any other remedies available to the Company, the Advisers or Underwriter will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Funds or any Designated Portfolio to comply with Sections 6.1 or 6.2 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act).

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), ) and the regulations issued thereunder (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 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company Society of such breach and (b) to adequately diversify the Designated Portfolio(s) so as to achieve compliance within the grace period afforded by Regulation 817.5. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the CompanySociety. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the CompanySociety’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the Company Society represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company Society agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), ) and the regulations issued thereunder (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 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) so as to achieve compliance within the grace period afforded by Regulation 817.5. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 6.1. The Fund and the Distributor each represents and warrants that the Fund will at all times sell its shares and invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, or annuity contracts under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions)thereunder. Without limiting the scope of the foregoing, each Designated Portfolio of the Fund thereof will at all times comply with Section 817(h) of the 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, contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it the Fund and Distributor will take all reasonable steps to: (a) to notify the Company of such breach breach, and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the 30-day grace period afforded by Regulation 817.51.817-5. Upon written request from the Company, within 15 business days after the request is received by the Fund and Distributor, the Fund and Distributor shall provide to the Company evidence of its compliance with the aforementioned diversification requirements, in a format agreeable to each Party. 6.2 6.2. The Fund and the Distributor each represents and warrants that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans, 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 sold to the general public. 6.3. The Fund and the Distributor each represents and warrants that the Fund and each Designated Portfolio is or will be currently qualified as a Regulated Investment Company “regulated investment company” under Subchapter M of the Code (“RIC”)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. 6.5. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable The Company agrees that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued by 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, or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), Contract owner that the any Designated Portfolio satisfies has failed to comply with the diversification requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, Code or the Company represents otherwise becomes aware of any facts that could give rise to any claim against the Contracts are currently, Fund and at Distributor as a result of such a failure or alleged failure: (a) the time of issuance Company shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will promptly notify the Fund and the Underwriter immediately upon having Distributor of such assertion or potential claim; (b) the Company shall consult 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 its best 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; (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 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 Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, annuity or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will, with respect to each Designated Portfolio of the Fund will Portfolio, comply 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by VI, the Fund, it Fund will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the affected Designated Portfolio(s) Portfolio so as to seek to achieve compliance within the grace period afforded by Treasury Regulation 817.5§ 1.817-5. 6.2 The Fund represents that 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 Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund Fund, the Adviser and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. In addition, the Company represents and warrants that each Account is a “segregated asset account” and that interests in each 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, the Underwriter 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. 6.4 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 Fund, Underwriter or Adviser as a result of such a failure or alleged failure: (a) The Company shall promptly notify the Fund, the Underwriter and the Adviser of such assertion or potential claim; (b) The Company shall consult with the Fund, the Underwriter 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, the Underwriter and the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent; (d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Fund, the Underwriter and the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission; (e) The Company shall cooperate, to the extent reasonable, with the Fund, the Underwriter and the Adviser in order to facilitate review by the Fund, the Underwriter 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 Fund, the Underwriter and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Underwriter and the Adviser, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Underwriter 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 1.31. Subject to Company's representations and warranties in Sections 2.1, 2.3 and 6.3, the Fund represents and warrants that it will invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, annuity or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions). Without limiting the scope of the foregoing, each Designated Portfolio of the Fund has complied and will make every effort to continue to comply with Section 817(h) of the Code and Treasury Regulation § 1.817(S)1.817-5, 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 Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 817.5(S)1.817-5. 6.2 1.32. The Fund represents and warrants that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the 1.33. The Company represents and warrants that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, contracts under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter 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 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 The 6.1. Subject to Company's representations and warranties in Section 2.1 and 6.3, the Fund represents and warrants will invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, annuity or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (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 Code and Treasury Regulation § ss. 1.817-5, 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 Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 817.5ss.1.817-5. 6.2 6.2. The Fund represents and warrants that each Designated Portfolio it is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the 6.3. The Company represents and warrants that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter 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 Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 6.1. The Fund, the Distributor and the Adviser each represents and warrants that the Fund will at all times sell its shares and invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, annuity contracts under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions)thereunder. Without limiting the scope of the foregoing, the Fund, Distributor and Adviser each represents and warrants that the Fund and each Designated Portfolio of the Fund thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation § 1.817ss.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, contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it the Fund, Distributor, and Adviser will take all reasonable steps necessary to: (a) to notify the Company FGWL&A of such breach breach, and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the 30-day grace period afforded by Regulation 817.51.817-5. 6.2 6.2. The Fund, the Distributor and the Adviser each represents and warrants that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans, and that no person has or will purchase shares in any Portfolio for any purpose or under any circumstances that would preclude FGWL&A from "looking through" to the investments of each Designated Portfolio in which it invests, pursuant to the "look through" rules found in Treasury Regulation 1.817-5. No shares of any Designated Portfolio of the Fund will be sold to the general public. 6.3. The Fund, the Distributor and the Adviser each represents and warrants that the Fund and each Designated Portfolio is or will be currently qualified as a Regulated Investment Company "regulated investment company" under Subchapter M of the Code (“RIC”)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, Distributor and that it Adviser each will notify the Company FGWL&A and Schwab 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. 6.5. In Without in any way limiting the event effect of Sections 8.3, 8.4 and 8.5 hereof and without in any way limiting or restricting any other remedies available to FGWL&A or Schwab, the Distributor and/or Adviser will pay all costs associated with or arising out of any noncompliance regarding failure, or any anticipated or reasonably foreseeable failure, of the status of Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a RIC funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, reasonable fees and expenses of legal counsel and other advisors to FGWL&A and any federal income taxes or tax penalties and interest thereon (or "toll charges" or exactments or amounts paid in settlement) incurred by FGWL&A with respect to itself or its Contract owners in connection with any such failure or anticipated or reasonably foreseeable failure. 6.6. The Fund shall provide FGWL&A or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M and/or noncompliance under Section 817(h)qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule D hereto; provided, however, that providing such reports does not relieve the Fund will pursue those efforts necessary to enable of its responsibility for such compliance or of its liability for any non-compliance. 6.7. FGWL&A agrees that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued by if the Internal Revenue Service ("IRS") asserts in writing in connection with any governmental audit or review of FGWL&A or, to FGWL&A's knowledge, or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), Contract owner that the any Designated Portfolio satisfies has failed to comply with the diversification requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the CodeCode or FGWL&A otherwise becomes aware of any facts that could give rise to any claim against the Fund, Distributor or Adviser as a result of such a failure or alleged failure: (a) FGWL&A shall promptly notify the Fund, the Company represents Distributor and the Adviser of such assertion or potential claim; (b) FGWL&A shall consult with the Fund, 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) FGWL&A shall use its best efforts to minimize any liability of the Contracts are currentlyFund, the Distributor and the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent; (d) any written materials to be submitted by FGWL&A to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by FGWL&A to the Fund, the Distributor and the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission; (e) FGWL&A shall provide the time Fund, the Distributor and the Adviser with such cooperation as the Fund, the Distributor and the Adviser shall reasonably request (including, without limitation, by permitting the Fund, the Distributor and the Adviser to review the relevant books and records of issuance FGWL&A) in order to facilitate review by the Fund, the Distributor and the Adviser of any written submissions provided by FGWL&A to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) FGWL&A shall benot wiih respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, treated as life insurance contractsthe Distributor and the Adviser (i) compromise or settle any claim, life endowment contracts(ii) accept any adjustment on audit, or annuity insurance contracts(iii) forego any allowable administrative or judicial appeals, under applicable provisions without the express written consent of the CodeFund, the Distributor and that it will make every effort the Adviser, which shall not be unreasonably withheld; provided that, FGWL&A shall not be required to maintain such treatment, and that it will notify appeal any adverse judicial decision unless the Fund and the Underwriter immediately upon having Adviser 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, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorneys fees, incurred by FGWL&A in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code complying with this clause (or any successor or similar provision), shall identify such contract as a modified endowment contract.0-

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “"Code”), ") and the regulations issued thereunder (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 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “"modified endowment contract” " as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “"Code”), ") and the regulations issued thereunder (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 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 6.1. The Fund and the Adviser represent and warrant that the Fund will at all times sell its shares and invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, annuity contracts under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions)thereunder. Without limiting the scope of the foregoing, the Fund and Adviser represent and warrant that the Fund and each Designated Portfolio of the Fund thereof will at all times comply with Section 817(h) of the 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, contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, and the Adviser is and will be responsible for managing each Designated Portfolio in compliance with agree that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event shares 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 Designated Portfolio(s) so as will be sold only to achieve compliance within the grace period afforded by Regulation 817.5Participating Insurance Companies and their separate accounts. 6.2 6.2. No shares of any Designated Portfolio of the Fund will be sold to the general public. 6.3. The Fund represents and the Adviser represent and warrant that the Fund and each Designated Portfolio is or will be currently qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. 6.4. The Fund or the Adviser will notify the Company FirstGWL&A 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. 6.5. In Without in any way limiting the event effect of Sections 8.3 and 8.4 hereof and with- out in any way limiting or restricting any other remedies available to FirstGWL&A or Schwab, the Adviser will pay all costs associated with or arising out of any noncompliance regarding failure, or any anticipated or reasonably foreseeable failure, of the status of Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a RIC funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to FirstGWL&A and any federal income taxes or tax penalties and interest thereon (or "toll charges" or exactments or amounts paid in settlement) incurred by FirstGWL&A with respect to itself or owners of its Contracts in connection with any such failure or anticipated or reasonably foreseeable failure. 6.6. The Fund at the Fund's expense shall provide FirstGWL&A or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M and/or noncompliance under Section 817(h)qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule D and incorporated herein by reference; provided, however, that providing such reports does not relieve the Fund will pursue those efforts necessary to enable of its responsibility for such compliance or of its liability for any non-compliance. 6.7. FirstGWL&A agrees that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued by if the Internal Revenue Service ("IRS") asserts in writing in connection with any governmental audit or review of FirstGWL&A or, to FirstGWL&A's knowledge, or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), Contractowner that the any Designated Portfolio satisfies has failed to comply with the diversification requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, Code or FirstGWL&A otherwise becomes aware of any facts that could give rise to any claim against the Company represents that Fund or the Contracts are currently, and at the time Adviser as a result of issuance such a failure or alleged failure: (a) FirstGWL&A shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will promptly notify the Fund and the Underwriter immediately upon having Adviser of such assertion or potential claim; (b) FirstGWL&A 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) FirstGWL&A shall use its best efforts to minimize any liability of the Fund and the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent; (d) any written materials to be submitted by FirstGWL&A to the IRS, any Contractowner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by FirstGWL&A to the Fund and the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission; (e) FirstGWL&A 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 FirstGWL&A) 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; (f) FirstGWL&A shall not with respect to any claim of the IRS or any Contractowner that would give rise to a claim against the Fund and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund and the Adviser, which shall not be unreasonably withheld; provided that, FirstGWL&A shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for 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 Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by FirstGWL&A in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code 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 Fund and the Adviser represent and warrant that the Fund will at all times sell its shares and invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, annuity contracts under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions)thereunder. Without limiting the scope of the foregoing, the Fund and Adviser represent and warrant that the Fund and each Designated Portfolio of the Fund thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation § 1.817ss.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, contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, and the Adviser is and will be responsible for managing each Designated Portfolio in compliance with agree that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event shares 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 Designated Portfolio(s) so as will be sold only to achieve compliance within the grace period afforded by Regulation 817.5Participating Insurance Companies and their separate accounts and to Qualified Plans. 6.2 6.2. No shares of any Designated Portfolio of the Fund will be sold to the general public. 6.3. The Fund represents and the Adviser represent and warrant that the Fund and each Designated Portfolio is or will be currently qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. 6.4. The Fund or Adviser will notify the Company FGWL&A 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. 6.5. In Without in any way limiting the event effect of Sections 8.3, 8.4 and 8.5 hereof and without in any way limiting or restricting any other remedies available to FGWL&A or Schwab, the Adviser will pay all costs associated with or arising out of any noncompliance regarding failure, or any anticipated or reasonably foreseeable failure, of the status of Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a RIC funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, reasonable fees and expenses of legal counsel and other advisors to FGWL&A and any federal income taxes or tax penalties and interest thereon (or "toll charges" or exactments or amounts paid in settlement) incurred by FGWL&A with respect to itself or owners of its Contracts in connection with any such failure or anticipated or reasonably foreseeable failure. 6.6. The Fund at the Fund's expense shall provide FGWL&A or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M and/or noncompliance under Section 817(h)qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule D and incorporated herein by reference; provided, however, that providing such reports does not relieve the Fund will pursue those efforts necessary to enable of its responsibility for such compliance or of its liability for any non-compliance. 6.7. FGWL&A agrees that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued by if the Internal Revenue Service ("IRS") asserts in writing in connection with any governmental audit or review of FGWL&A or, to FGWL&A's knowledge, or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), Contractowner that the any Designated Portfolio satisfies has failed to comply with the diversification requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, Code or FGWL&A otherwise becomes aware of any facts that could give rise to any claim against the Company represents that the Contracts are currently, and at the time Fund or Adviser as a result of issuance such a failure or alleged failure: (a) FGWL&A shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will promptly notify the Fund and the Underwriter immediately upon having Adviser of such assertion or potential claim; (b) FGWL&A 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) FGWL&A shall use its best efforts to minimize any liability of the Fund and the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent; (d) any written materials to be submitted by FGWL&A to the IRS, any Contractowner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by FGWL&A to the Fund and the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission; (e) FGWL&A 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 FGWL&A) 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; (f) FGWL&A shall not with respect to any claim of the IRS or any Contractowner that would give rise to a claim against the Fund and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund and the Adviser, which shall not be unreasonably withheld; provided that, FGWL&A shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for 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 Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by FGWL&A in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code 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 Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, annuity or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will, with respect to each Designated Portfolio of the Fund will Portfolio, comply 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by VI, the Fund, it Fund will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the affected Designated Portfolio(s) Portfolio so as to seek to achieve compliance within the grace period afforded by Treasury Regulation 817.5§ 1.817-5. 6.2 The Fund represents that 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 Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund Fund, the Adviser and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. In addition, the Company represents and warrants that each Account is a “segregated asset account” and that interests in each 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, the Underwriter 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. 6.4 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 Fund, Underwriter or Adviser as a result of such a failure or alleged failure: (a) The Company shall promptly notify the Fund, the Underwriter and the Adviser of such assertion or potential claim; (b) The Company shall consult with the Fund, the Underwriter 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, the Underwriter and the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent; (d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Fund, the Underwriter 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, the Underwriter and the Adviser with such cooperation as the Fund, the Underwriter and the Adviser shall reasonably request (including, without limitation, by permitting the Fund, the Underwriter and the Adviser to review the relevant books and records of the Company) in order to facilitate review by the Fund, the Underwriter 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 Fund, the Underwriter and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Underwriter and the Adviser, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Underwriter and the Adviser shall bear the costs and expenses, including reasonable attorney’s fees, incurred by the Company in complying with this clause (f).

Diversification and Qualification. 6.1 6.1. The Fund and the Adviser represent and warrant that the Fund will at all times sell its shares and invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, annuity contracts under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions)thereunder. Without limiting the scope of the foregoing, the Fund and Adviser represent and warrant that the Fund and each Designated Portfolio of the Fund thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation § 1.817ss.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, contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, and the Adviser is and will be responsible for managing each Designated Portfolio in compliance with agree that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event shares 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 Designated Portfolio(s) so as will be sold only to achieve compliance within the grace period afforded by Regulation 817.5Participating Insurance Companies and their separate accounts and to Qualified Plans. 6.2 6.2. No shares of any Designated Portfolio of the Fund will be sold to the general public. 6.3. The Fund represents and the Adviser represent and warrant that the Fund and each Designated Portfolio is or will be currently qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. 6.4. The Fund or Adviser will notify the Company GWL&A 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. 6.5. In Without in any way limiting the event effect of Sections 8.3, 8.4 and 8.5 hereof and without in any way limiting or restricting any other remedies available to GWL&A or Schwab, the Adviser will pay all costs associated with or arising out of any noncompliance regarding failure, or any anticipated or reasonably foreseeable failure, of the status of Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a RIC funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, reasonable fees and expenses of legal counsel and other advisors to GWL&A and any federal income taxes or tax penalties and interest thereon (or "toll charges" or exactments or amounts paid in settlement) incurred by GWL&A with respect to itself or owners of its Contracts in connection with any such failure or anticipated or reasonably foreseeable failure. 6.6. The Fund at the Fund's expense shall provide GWL&A or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M and/or noncompliance under Section 817(h)qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule D and incorporated herein by reference; provided, however, that providing such reports does not relieve the Fund will pursue those efforts necessary to enable of its responsibility for such compliance or of its liability for any non-compliance. 6.7. GWL&A agrees that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued by if the Internal Revenue Service ("IRS") asserts in writing in connection with any governmental audit or review of GWL&A or, to GWL&A's knowledge, or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), Contractowner that the any Designated Portfolio satisfies has failed to comply with the diversification requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, Code or GWL&A otherwise becomes aware of any facts that could give rise to any claim against the Company represents that the Contracts are currently, and at the time Fund or Adviser as a result of issuance such a failure or alleged failure: (a) GWL&A shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will promptly notify the Fund and the Underwriter immediately upon having Adviser of such assertion or potential claim; (b) GWL&A 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) GWL&A shall use its best efforts to minimize any liability of the Fund and the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent; (d) any written materials to be submitted by GWL&A to the IRS, any Contractowner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by GWL&A to the Fund and the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission; (e) GWL&A 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 GWL&A) 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; (f) GWL&A shall not with respect to any claim of the IRS or any Contractowner that would give rise to a claim against the Fund and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund and the Adviser, which shall not be unreasonably withheld; provided that, GWL&A shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for 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 Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by GWL&A in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code 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 Fund and the Adviser represent and warrant that the Fund will at all times sell its shares and invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, annuity contracts under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions)thereunder. Without limiting the scope of the foregoing, the Fund and Adviser represent and warrant that the Fund and each Designated Portfolio of the Fund thereof will at all times comply with Section 817(h) of the 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, contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, and the Adviser is and will be responsible for managing each Designated Portfolio in compliance with agree that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event shares 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 Designated Portfolio(s) so as will be sold only to achieve compliance within the grace period afforded by Regulation 817.5Participating Insurance Companies and their separate accounts and certain Qualified Plans. 6.2 6.2. No shares of any Designated Portfolio of the Fund will be sold to the general public. 6.3. The Fund represents and the Adviser represent and warrant that the Fund and each Designated Portfolio is or will be currently qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. 6.4. The Fund or the Adviser will notify the Company FirstGWL&A 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. 6.5. In Without in any way limiting the event effect of Sections 8.3 and 8.4 hereof and with- out in any way limiting or restricting any other remedies available to FirstGWL&A or Schwab, the Adviser will pay all costs associated with or arising out of any noncompliance regarding failure, or any anticipated or reasonably foreseeable failure, of the status of Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a RIC funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to FirstGWL&A and any federal income taxes or tax penalties and interest thereon (or "toll charges" or exactments or amounts paid in settlement) incurred by FirstGWL&A with respect to itself or owners of its Contracts in connection with any such failure or anticipated or reasonably foreseeable failure. 6.6. The Fund at the Fund's expense shall provide FirstGWL&A or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M and/or noncompliance under Section 817(h)qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule D and incorporated herein by reference; provided, however, that providing such reports does not relieve the Fund will pursue those efforts necessary to enable of its responsibility for such compliance or of its liability for any non-compliance. 6.7. FirstGWL&A agrees that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued by if the Internal Revenue Service ("IRS") asserts in writing in connection with any governmental audit or review of FirstGWL&A or, to FirstGWL&A's knowledge, or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), Contractowner that the any Designated Portfolio satisfies has failed to comply with the diversification requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, Code or FirstGWL&A otherwise becomes aware of any facts that could give rise to any claim against the Company represents that Fund or the Contracts are currently, and at the time Adviser as a result of issuance such a failure or alleged failure: (a) FirstGWL&A shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will promptly notify the Fund and the Underwriter immediately upon having Adviser of such assertion or potential claim; (b) FirstGWL&A 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) FirstGWL&A shall use its best efforts to minimize any liability of the Fund and the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent; (d) any written materials to be submitted by FirstGWL&A to the IRS, any Contractowner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by FirstGWL&A to the Fund and the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission; (e) FirstGWL&A 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 FirstGWL&A) 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; (f) FirstGWL&A shall not with respect to any claim of the IRS or any Contractowner that would give rise to a claim against the Fund and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund and the Adviser, which shall not be unreasonably withheld; provided that, FirstGWL&A shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for 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 Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by FirstGWL&A in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code 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 Fund and the Adviser each represents and warrants that each Designated Portfolio of the Fund will invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, annuity or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions). Without limiting provisions).The Adviser and the scope of the foregoingFund each represents and warrants that , each Designated Portfolio of the Fund has complied and will continue to comply with Section 817(h) of the Code and Treasury Regulation § 1.817ss.1.817-5, and any Treasury interpretations thereof, (and any revenue rulings, revenue procedures, notices and other published announcements of the Internal Revenue Service interpreting these sections) 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 Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing Regulations as if those requirements applied separately to each Designated Portfolio in compliance with that Designated such Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) If the breach is of a type that can be cured within the grace period, to adequately diversify the Designated Portfolio(s) Portfolio so as to achieve compliance within the grace period afforded by Regulation 817.51.817-5. 6.2 The 6.2. Without limiting the scope of Section 6.1, the Fund represents and warrants that each Designated Portfolio it is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)Code, and that it will operate such Regulated Investment Company in such a way as to avoid the imposition of any material Federal taxes at the corporate level, 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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “"Code”), ") and the regulations issued thereunder (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 Code and Treasury Regulation § 1.817ss.1.817-5, 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 Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the respective Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. [This citation doesn't look right to me]. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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 respective 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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the Each Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Each Company agrees that any prospectus offering a contract that is a “"modified endowment contract” " as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 6.1. The Fund and the Adviser represent and warrant that the Fund will at all times sell its shares and invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, annuity contracts under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions)thereunder. Without limiting the scope of the foregoing, the Fund and Adviser represent and warrant that the Fund and each Designated Portfolio of the Fund thereof will at all times comply with Section 817(h) of the 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, contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, and the Adviser is and will be responsible for managing each Designated Portfolio in compliance with agree that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event shares 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 Designated Portfolio(s) so as will be sold only to achieve compliance within the grace period afforded by Regulation 817.5Participating Insurance Companies and their separate accounts and to Qualified Plans. 6.2 6.2. No shares of any Designated Portfolio of the Fund will be sold to the general public. 6.3. The Fund represents and the Adviser represent and warrant that the Fund and each Designated Portfolio is or will be currently qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. 6.4. The Fund or the Adviser will notify the Company FirstGWL&A 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. 6.5. In Without in any way limiting the event effect of Sections 8.3 and 8.4 hereof and with- out in any way limiting or restricting any other remedies available to FirstGWL&A or Schwab, the Adviser will pay all costs associated with or arising out of any noncompliance regarding failure, or any anticipated or reasonably foreseeable failure, of the status of Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a RIC funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to FirstGWL&A and any federal income taxes or tax penalties and interest thereon (or "toll charges" or exactments or amounts paid in settlement) incurred by FirstGWL&A with respect to itself or owners of its Contracts in connection with any such failure or anticipated or reasonably foreseeable failure. 6.6. The Fund at the Fund's expense shall provide FirstGWL&A or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M and/or noncompliance under Section 817(h)qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule D and incorporated herein by reference; provided, however, that providing such reports does not relieve the Fund will pursue those efforts necessary to enable of its responsibility for such compliance or of its liability for any non-compliance. 6.7. FirstGWL&A agrees that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued by if the Internal Revenue Service ("IRS") asserts in writing in connection with any governmental audit or review of FirstGWL&A or, to FirstGWL&A's knowledge, of any applicable ruling or procedure subsequently issued by the Internal Revenue Service), Contractowner that the any Designated Portfolio satisfies has failed to comply with the diversification requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, Code or FirstGWL&A otherwise becomes aware of any facts that could give rise to any claim against the Company represents that Fund or the Contracts are currently, and at the time Adviser as a result of issuance such a failure or alleged failure: (a) FirstGWL&A shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will promptly notify the Fund and the Underwriter immediately upon having Adviser of such assertion or potential claim; (b) FirstGWL&A 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) FirstGWL&A shall use its best efforts to minimize any liability of the Fund and the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent; (d) any written materials to be submitted by FirstGWL&A to the IRS, any Contractowner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by FirstGWL&A to the Fund and the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission; (e) FirstGWL&A 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 FirstGWL&A) 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; (f) FirstGWL&A shall not with respect to any claim of the IRS or any Contractowner that would give rise to a claim against the Fund and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund and the Adviser, which shall not be unreasonably withheld; provided that, FirstGWL&A shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for 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 Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by FirstGWL&A in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code 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 Fund and Adviser represent and warrant that the Fund will at all times sell its shares and invest the it assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, annuity contracts under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions)thereunder. Without limiting the scope of the foregoing, the Fund and Adviser represent and warrant that the Fund and each Designated Portfolio of the Fund thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation § 1.817ss.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, contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under and the terms Advisor agree that shares of its investment advisory agreements with the Adviser, the Adviser is and Designated Portfolios will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies sold only to Participating Insurance Companies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) so as to achieve compliance within the grace period afforded by Regulation 817.5their separate accounts. 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 Adviser represent and warrant that the Fund and each Designated Portfolio is or will be currently qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)Code, and that it will make every effort to maintain remain such qualification (under Subchapter M or any successor or similar provisions) and that it as long as this Agreement is in effect. 6.4 The Fund or Adviser will notify the Company Transamerica immediately upon having a reasonable basis for believing that it the Fund or any portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or is likely not to so qualify or that it might not so qualify comply in the future. 6.5 The Fund and Adviser acknowledge that full compliance with the requirements referred to in Sections 6.1, 6.2, and 6.3 hereof is absolutely essential because any failure to meet those requirements could result in the Contracts not being treated as annuity contracts for federal income tax purposes, which could have adverse tax consequences for Contract owners and could also adversely affect Transamerica's corporate tax liability. In The Fund and Advisor also acknowledge that it is solely within their power and control to meet those requirements. Accordingly, without in any way limiting the event effect of Sections 8.3 and 8.4 hereof and without in any noncompliance regarding way limiting or restricting any other remedies available to Transamerica, the status Adviser will pay all costs associated with reasonable and appropriate corrections or responses to any failure of the Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof. The parties shall use their best efforts to mitigate any such costs, but acknowledge that the costs associated with a failure to comply with sections 6.1, 6.2 or 6.3 could include, but may not be limited to, the costs involved in creating, organizing, and registering a new investment company as a RIC funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include , but are not limited to, reasonable fees and expenses of legal counsel to Transamerica and any federal income taxes or tax penalties (or "toll charges" or exactments or amounts paid in settlement) incurred by Transamerica with respect to itself or owners of its Contracts in connection with any such failure. 6.6 The Fund shall provide Transamerica or its designee with reports demonstrating compliance with the aforesaid Section 817(h) diversification and Subchapter M and/or noncompliance under Section 817(h)qualification requirements, at the time provided for and substantially in the form attached hereto as Schedule E provided, however, that providing such reports does not relieve the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again or Adviser of their responsibility for treatment as a RIC in such compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation 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 and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued by the Internal Revenue Service (or of their liability for any applicable ruling or procedure subsequently issued by the Internal Revenue Service), that the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

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

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “"Code”), ") and the regulations issued thereunder (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 Code and Treasury Regulation § 1.817(S)1.817-5, 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 Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this -7- 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 Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.5(S)1.817-5. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “"modified endowment contract” " as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

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

Diversification and Qualification. 6.1 The 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 invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (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 Code and Treasury Regulation § 1.817ss.1.817-5, 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 Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. 6.2 The Fund represents that each Designated Portfolio it is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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 is 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 and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the CodeCode and Treasury Regulation ss 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 contractsinsurance, life endowment contracts, or annuity insurance contracts, contracts under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the 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 Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 6.1. The Fund and the Adviser represent and warrant that the Fund will at all times sell its shares and invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, annuity contracts under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions)thereunder. Without limiting the scope of the foregoing, the Fund and Adviser represent and warrant that the Fund and each Designated Portfolio of the Fund thereof will at all times comply with Section 817(h) of the 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, contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, and the Adviser is and will be responsible for managing each Designated Portfolio in compliance with agree that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event shares 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 Designated Portfolio(s) so as will be sold only to achieve compliance within the grace period afforded by Regulation 817.5Participating Insurance Companies and their separate accounts and certain Qualified Plans. 6.2 6.2. No shares of any Designated Portfolio of the Fund will be sold to the general public. 6.3. The Fund represents and the Adviser represent and warrant that the Fund and each Designated Portfolio is or will be currently qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. 6.4. The Fund or the Adviser will notify the Company FirstGWL&A 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. 6.5. In Without in any way limiting the event effect of Sections 8.3 and 8.4 hereof and with- out in any way limiting or restricting any other remedies available to FirstGWL&A or Schwab, the Adviser will pay all costs associated with or arising out of any noncompliance regarding failure, or any anticipated or reasonably foreseeable failure, of the status of Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a RIC funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to FirstGWL&A and any federal income taxes or tax penalties and interest thereon (or "toll charges" or exactments or amounts paid in compliance settlement) incurred by FirstGWL&A with Subchapter M and/or noncompliance under Section 817(h)respect to itself or owners of its Contracts in connection with any such failure or anticipated or reasonably foreseeable failure. For purposes of this section 6.5 and Sections 8.3 and 8.4, the Fund will pursue those efforts necessary a failure to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance comply with Section 817(h), including cooperation in good faith ) diversification or Subchapter M qualification requirements shall not include any non- compliance with such sections that is corrected within any grace periods allowed under the Code. 6.6. The Fund at the Fund's expense shall provide FirstGWL&A or its designee with reports certifying compliance with the Company. If aforesaid Section 817(h) diversification and Subchapter M qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule D and incorporated herein by reference; provided, however, that providing such reports does not relieve the Fund does not so cure the noncompliance regarding of its responsibility for such compliance or of its liability for any non-compliance. 6.7. FirstGWL&A agrees that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued by if the Internal Revenue Service ("IRS") asserts in writing in connection with any governmental audit or review of FirstGWL&A or, to FirstGWL&A's knowledge, or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), Contractowner that the any Designated Portfolio satisfies has failed to comply with the diversification requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, Code or FirstGWL&A otherwise becomes aware of any facts that could give rise to any claim against the Company represents that Fund or the Contracts are currently, and at the time Adviser as a result of issuance such a failure or alleged failure: (a) FirstGWL&A shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will promptly notify the Fund and the Underwriter immediately upon having Adviser of such assertion or potential claim; (b) FirstGWL&A 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) FirstGWL&A shall use its best efforts to minimize any liability of the Fund and the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent; (d) any written materials to be submitted by FirstGWL&A to the IRS, any Contractowner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by FirstGWL&A to the Fund and the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission; (e) FirstGWL&A 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 FirstGWL&A) 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; (f) FirstGWL&A shall not with respect to any claim of the IRS or any Contractowner that would give rise to a claim against the Fund and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund and the Adviser, which shall not be unreasonably withheld; provided that, FirstGWL&A shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for 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 Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by FirstGWL&A in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code 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 Fund and the Adviser represent and warrant that the Fund will at all times sell its shares and invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, annuity contracts under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions)thereunder. Without limiting the scope of the foregoing, the Fund and Adviser represent and warrant that the Fund and each Designated Portfolio of the Fund thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation § 1.817ss.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, contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, and the Adviser is and will be responsible for managing each Designated Portfolio in compliance with agree that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event shares 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 Designated Portfolio(s) so as will be sold only to achieve compliance within the grace period afforded by Regulation 817.5Participating Insurance Companies and their separate accounts. 6.2 6.2. No shares of any Designated Portfolio of the Fund will be sold to the general public. 6.3. The Fund represents and the Adviser represent and warrant that the Fund and each Designated Portfolio is or will be currently qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. 6.4. The Fund or the Adviser will notify the Company FirstGWL&A 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. 6.5. In Without in any way limiting the event effect of Sections 8.3 and 8.4 hereof and without in any way limiting or restricting any other remedies available to FirstGWL&A or Schwab, the Adviser will pay all costs associated with or arising out of any noncompliance regarding failure, or any anticipated or reasonably foreseeable failure, of the status of Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a RIC funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to FirstGWL&A and any federal income taxes or tax penalties and interest thereon (or "toll charges" or exactments or amounts paid in settlement) incurred by FirstGWL&A with respect to itself or owners of its Contracts in connection with any such failure. 6.6. The Fund at the Fund's expense shall provide FirstGWL&A or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M and/or noncompliance under Section 817(h)qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule D and incorporated herein by reference; provided, however, that providing such reports does not relieve the Fund will pursue those efforts necessary to enable of its responsibility for such compliance or of its liability for any non-compliance. 6.7. FirstGWL&A agrees that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued by if the Internal Revenue Service ("IRS") asserts in writing in connection with any governmental audit or review of FirstGWL&A or, to FirstGWL&A's knowledge, or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), Contractowner that the any Designated Portfolio satisfies has failed to comply with the diversification requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, Code or FirstGWL&A otherwise becomes aware of any facts that could give rise to any claim against the Company represents that Fund or the Contracts are currently, and at the time Adviser as a result of issuance such a failure or alleged failure: (a) FirstGWL&A shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will promptly notify the Fund and the Underwriter immediately upon having Adviser of such assertion or potential claim; (b) FirstGWL&A 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) FirstGWL&A shall use its best efforts to minimize any liability of the Fund and the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent, (d) any written materials to be submitted by FirstGWL&A to the IRS, any Contractowner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by FirstGWL&A to the Fund and the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission; (e) FirstGWL&A 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 FirstGWL&A) 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; (f) FirstGWL&A shall not with respect to any claim of the IRS or any Contractowner that would give rise to a claim against the Fund and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund and the Adviser, which shall not be unreasonably withheld; provided that, FirstGWL&A shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for 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 Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by FirstGWL&A in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify pursuing such contract as a modified endowment contractjudicial appeals.

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, annuity or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will, with respect to each Designated Portfolio of the Fund will Portfolio, comply 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by VI, the Fund, it will Fund will: (a) take all reasonable steps (a) to notify the Company of such breach and (b) immediately take all necessary steps to adequately diversify the affected Designated Portfolio(s) Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation 817.5Section 1.817-5. 6.2 The Fund represents that 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 Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in The Fund acknowledges that compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in is an essential element of compliance with Section 817(h), including cooperation 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 and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to The Fund shall provide the Fund’s Company or its designee with reports certifying compliance with applicable diversification requirements under the aforesaid Section 817(h) of the Code, the 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 contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund Fund, the Adviser and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “"Code”), ") and the regulations issued thereunder (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 Code and Treasury Regulation § 1.817-5'1.817 -5, 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 Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “"modified endowment contract” " as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

Diversification and Qualification. 6.1 6.1. The Fund and the Adviser represent and warrant that the Fund will at all times sell its shares and invest the its assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, annuity contracts under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (or any successor provisions)thereunder. Without limiting the scope of the foregoing, the Fund and Adviser represent and warrant that the Fund and each Designated Portfolio of the Fund thereof will at all times comply with Section 817(h) of the 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, contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, and the Adviser is and will be responsible for managing each Designated Portfolio in compliance with agree that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event shares 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 Designated Portfolio(s) so as will be sold only to achieve compliance within the grace period afforded by Regulation 817.5Participating Insurance Companies and their separate accounts. 6.2 6.2. No shares of any Designated Portfolio of the Fund will be sold to the general public. 6.3. The Fund represents and the Adviser represent and warrant that the Fund and each Designated Portfolio is or will be currently qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. 6.4. The Fund or the Adviser will notify the Company FirstGWL&A 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. 6.5. In Without in any way limiting the event effect of Sections 8.3 and 8.4 hereof and with- out in any way limiting or restricting any other remedies available to FirstGWL&A or Schwab, the Adviser will pay all costs associated with or arising out of any noncompliance regarding failure, or any anticipated or reasonably foreseeable failure, of the status of Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a RIC funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to FirstGWL&A and any federal income taxes or tax penalties and interest thereon (or "toll charges" or exactments or amounts paid in settlement) incurred by FirstGWL&A with respect to itself or owners of its Contracts in connection with any such failure. 6.6. The Fund at the Fund's expense shall provide FirstGWL&A or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M and/or noncompliance under Section 817(h)qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule D and incorporated herein by reference; provided, however, that providing such reports does not relieve the Fund will pursue those efforts necessary to enable of its responsibility for such compliance or of its liability for any non-compliance. 6.7. FirstGWL&A agrees that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued by if the Internal Revenue Service ("IRS") asserts in writing in connection with any governmental audit or review of FirstGWL&A or, to FirstGWL&A's knowledge, or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), Contractowner that the any Designated Portfolio satisfies has failed to comply with the diversification requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, Code or FirstGWL&A otherwise becomes aware of any facts that could give rise to any claim against the Company represents that Fund or the Contracts are currently, and at the time Adviser as a result of issuance such a failure or alleged failure: (a) FirstGWL&A shall be, treated as life insurance contracts, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will promptly notify the Fund and the Underwriter immediately upon having Adviser of such assertion or potential claim; (b) FirstGWL&A 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) FirstGWL&A shall use its best efforts to minimize any liability of the Fund and the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent; (d) any written materials to be submitted by FirstGWL&A to the IRS, any Contractowner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by FirstGWL&A to the Fund and the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission; (e) FirstGWL&A 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 FirstGWL&A) 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; (f) FirstGWL&A shall not with respect to any claim of the IRS or any Contractowner that would give rise to a claim against the Fund and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund and the Adviser, which shall not be unreasonably withheld; provided that, FirstGWL&A shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for 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 Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by FirstGWL&A in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify pursuing such contract as a modified endowment contractjudicial appeals.

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “"Code”), ") and the regulations issued thereunder (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 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s investment objectives, policies and restrictions as set forth in the Fund’s prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable diversification requirements under Section 817(h) of the Code, the The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.a

Diversification and Qualification. 6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the “"Code”), ") and the regulations issued thereunder (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 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, and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will be responsible for managing each Designated Portfolio in compliance with that Designated Portfolio’s 's investment objectives, policies and restrictions as set forth in the Fund’s prospectusFund Prospectus. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Designated Portfolio(s) Fund so as to achieve compliance within the grace period afforded by Regulation 817.5. 6.2 The Fund represents that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code (“RIC”)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. In the event of any noncompliance regarding the status of any Designated Portfolio as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), the Fund will pursue those efforts necessary to enable that Designated Portfolio to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 817(h), including cooperation in good faith with the Company. If the Fund does not so cure the noncompliance regarding that Designated Portfolio’s 's status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), the Fund will cooperate in good faith with the Company’s 's efforts to obtain a ruling and 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 the Designated Portfolio satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. 6.3 Subject to the Fund’s compliance with applicable The Company represents that for purposes other than diversification requirements under Section 817(h) of the Code, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance contractsinsurance, life endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “"modified endowment contract” " as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.