Common use of Indemnification by the Adviser Clause in Contracts

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 5.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (1) arise out of or are based on any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser or Fund by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (2) arise out of or are based on any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser or persons under its control; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error; or (5) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 hereof. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a8.3(a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 5.28.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or Adviser. Each of paragraphs (i) through (v) above is limited by and in accordance with the Fund or persons under their respective control or subject to their authorization; except to the extent provided in provisions of Sections 5.2(b8.3(b) and 5.3 hereof8.3(c) below. (b8.3(b) No party will The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if such lossany losses, claimclaims, damagedamages, liability liabilities or litigation is due to the incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations or and duties under this Agreement by Agreement. 8.3(c) The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party seeking indemnificationnamed in the action. After notice from the Adviser to such party of the Adviser's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (c8.3(d) The Indemnified Parties Company will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them an Indemnified Party in connection with this Agreement, the issuance or sale of the Contracts or the operation of the AccountAccount(s). (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company Company, its parent, and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” and individually, an “Indemnified Party,” for purposes of this Section 5.210.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or Adviser. Each of paragraphs (i) through (v) above is limited by and in accordance with the Fund or persons under their respective control or subject to their authorization; except to the extent provided in provisions of Sections 5.2(b10.3(b) and 5.3 hereof10.3(c) below. (b) No party will The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if such lossany losses, claimclaims, damagedamages, liability liabilities or litigation is due to the incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations or and duties under this Agreement by the party seeking indemnificationAgreement. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) A. The Adviser agrees to indemnify and hold harmless the Company and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 5.2) Parties against any and all losses, claims, expenses, damages, liabilities liabilities, investigations or litigation (including amounts paid in settlement with the written consent of the Adviser, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses"), to which the Company Indemnified Parties may become subject under any statute, statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities Losses are related to the sale or expenses (acquisition of the shares of the Funds or actions in respect thereof) or settlements:the Contracts and; (1) arise . Arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus any Trust Documents or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party misleading, (i) if such statement or omission or such alleged statement or omission was made in reliance upon and accurately derived from written information furnished by the Adviser or (ii) if such Trust Document (other than information contained therein provided by any person other than the Adviser) was prepared by the Adviser, provided that in conformity with either of the foregoing cases, this indemnity shall not apply as to any Company Indemnified Party to the extent that any Loss arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission that was made in reliance upon and was accurately derived from written information furnished to the Adviser Trust, the Adviser, or Fund the Distributor by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) Trust Documents or otherwise for use in connection with the sale of the Contracts or Fund sharesshares of the Funds; or (2) arise . Arise out of or are based on result from wrongful or inaccurate statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Adviser or persons under its control, with respect to the sale or distribution of the Contracts or shares of the Funds; or 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in information furnished in writing by the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material Adviser for the Contracts (or any amendment or supplement to any of the foregoing)use in Company Documents, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with accurately derived from written information (including information about the Trust or the Funds) furnished to the Company in writing by or on behalf of the Adviser or persons under its controlAdviser; or (3) arise 4. Arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4) arise as a result of from any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and or furnish the materials required under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5) arise . Arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorizationAdviser; except to the extent provided as limited by, and in accordance with, Sections 5.2(b) 7.3B and 5.3 7.3C hereof. (b) No party will B. The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is any Losses which are due to the a Company Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyCompany Indemnified Party's duties under this Agreement, or by reason of such partyCompany Indemnified Party's reckless disregard of its obligations or and duties under this Agreement by or to Company or the party seeking indemnificationSeparate Account, whichever is applicable. C. The Adviser shall not be liable under this indemnification provision with respect to any claim made against a Company Indemnified Party unless such Company Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Company Indemnified Party (c) or after such Company Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Company Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Company Indemnified Parties, the Adviser shall be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the Company Indemnified Party named in the action. After notice from the Adviser to such Company Indemnified Party of its election to assume the defense thereof, as long as the Adviser is performing its obligations under this Article, the Company Indemnified Party shall bear the expenses of any additional counsel retained by it, and the Adviser will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation. D. The Company Indemnified Parties will shall promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them or any of their officers or directors in connection with the issuance or sale of the Contracts or the operation of the a Separate Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 5.28.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (1) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser or Fund by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (2) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the Contracts or in the Contract or Fund registration statements, prospectuses or statements of additional information or sales literature or other promotional material for the Contracts or of the Fund, or any amendment or supplement to the foregoing, not supplied by the Adviser or the Fund or persons under the control of the Adviser or the Fund respectively) or wrongful conduct of the Adviser or the Fund or persons under the control of the Adviser or the Fund respectively, with respect to the sale or distribution of the Contracts or Fund shares; or (3) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or prospectus, statement of additional information or sales literature or other promotional material for covering the Contracts (or any amendment or supplement to any of the foregoingthereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the such statement or statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser or persons under its control; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective the control of the Adviser or subject to their authorization with respect to the sale of Fund sharesFund; or (4) arise as a result of any failure by the Fund, Fund or the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorizationFund; except to the extent provided in Sections 5.2(b8.2(b) and 5.3 8.4 hereof. (b) No party will be entitled to indemnification under Section 5.2(a8.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of or its obligations or duties under this Agreement by the party seeking indemnificationAgreement. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) A. The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party" for purposes of this Section 5.27.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute, statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities Losses are related to the sale or expenses (acquisition of the Series shares or actions in respect thereof) or settlementsthe Contracts and: (1) arise . Arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), Trust Documents or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with was accurately derived from written information furnished to the Adviser Trust, the Adviser, or Fund the Distributor by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) Trust Documents or otherwise for use in connection with the sale of the Contracts or Fund Series shares; or (2) arise . Arise out of or are based on result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Adviser or persons under its control, with respect to the sale or distribution of the Contracts or Series shares; or 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing)Company Documents, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with accurately derived from written information furnished to the Company in writing by or on behalf of the Adviser or persons under its controlthe Trust; or (3) arise 4. Arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4) arise as a result of from any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and or furnish the materials required under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5) arise . Arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 hereofAdviser. (b) No party will B. The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is any Losses which are due to the an Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations or and duties under this Agreement by or to the Company or the Separate Account, whichever is applicable. C. The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Adviser shall be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party seeking indemnificationnamed in the action. After notice from the Adviser to such party of its election to assume the defense thereof, the Indemnified Party shall bear the expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (c) D. The Indemnified Parties will shall promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them or any of their officers or directors in connection with the issuance or sale of the Contracts or the operation of the a Separate Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) A. The Adviser agrees to indemnify and hold harmless the Company Hartford and each of its directors, officers, employees and agents and each person, if any, who controls or is associated with the Company Hartford within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party" for purposes of this Section 5.27.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute, statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities Losses are related to the sale or expenses (acquisition of the Series shares or actions in respect thereof) or settlementsthe Contracts and: (1) arise . Arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), Trust Documents or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with was accurately derived from written information furnished to the Adviser Trust, the Adviser, or Fund the Distributor by or on behalf of the Company Hartford for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) Trust Documents or otherwise for use in connection with the sale of the Contracts or Fund Series shares; or (2) arise . Arise out of or are based on result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Adviser or persons under its control, with respect to the sale or distribution of the Contracts or Series shares; or 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing)Company Documents, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with accurately derived from written information furnished to the Company in writing Hartford by or on behalf of the Adviser or persons under its controlthe Trust; or (3) arise 4. Arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4) arise as a result of from any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and or furnish the materials required under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5) arise . Arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 hereofAdviser. (b) No party will B. The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is any Losses which are due to the an Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations or and duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts to Hartford or the operation of the Separate Account, whichever is applicable. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 5.28.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement includingAgreement, including but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred services provided to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, in accordance with paragraphs 2.3 and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error6.1 above; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, including but not limited to paragraph 2.8 above, or arise out of or result from any other material breach of this Agreement by the Adviser or Adviser. Each of paragraphs (i) through (v) above is limited by and in accordance with the Fund or persons under their respective control or subject to their authorization; except to the extent provided in provisions of Sections 5.2(b8.3(b) and 5.3 hereof8.3(c) below. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 5.28.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales or other promotional literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material literature for the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or Adviser. Each of paragraphs (i) through (v) above is limited by and in accordance with the Fund or persons under their respective control or subject to their authorization; except to the extent provided in provisions of Sections 5.2(b8.3(b) and 5.3 hereof8.3(c) below. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) A. The Adviser agrees to indemnify and hold harmless the Company Hartford and each of its directors, officers, employees and agents and each person, if any, who controls or is associated with the Company Hartford within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party" for purposes of this Section 5.27.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute, statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities Losses are related to the sale or expenses (acquisition of the Series shares or actions in respect thereof) or settlementsthe Contracts and: (1) arise . Arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), Trust Documents or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with was accurately derived from written information furnished to the Adviser Trust, the Adviser, or Fund the Distributor by or on behalf of the Company Hartford for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) Trust Documents or otherwise for use in connection with the sale of the Contracts or Fund Series shares; or (2) arise . Arise out of or are based on result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Adviser or persons under its control, with respect to the sale or distribution of the Contracts or Series shares; or 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing)Company Documents, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with accurately derived from written information furnished to the Company in writing Hartford by or on behalf of the Adviser or persons under its controlthe Trust; or (3) arise 4. Arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4) arise as a result of from any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and or furnish the materials required under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5) arise . Arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 hereofAdviser. (b) No party will 6. The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is any Losses which are due to the an Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations or and duties under this Agreement by or to Hartford or the Separate Account, whichever is applicable. B. The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Adviser shall be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party seeking indemnificationnamed in the action. After notice from the Adviser to such party of its election to assume the defense thereof, the Indemnified Party shall bear the expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (c) C. The Indemnified Parties will shall promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them or any of their officers or directors in connection with the issuance or sale of the Contracts or the operation of the a Separate Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 5.210.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales or other promotional literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (2) arise out of or are based on any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser or persons under its control; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error; or (5) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 hereof. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” and individually, an “Indemnified Party,” for purposes of this Section 5.210.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or (including any breach of Article VI of this Agreement). Each of paragraphs (i) through (v) above is limited by and in accordance with the Fund or persons under their respective control or subject to their authorization; except to the extent provided in provisions of Sections 5.2(b10.3(b) and 5.3 hereof10.3(c) below. (b) No party will The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if such lossany losses, claimclaims, damagedamages, liability liabilities or litigation is due to the incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations or and duties under this Agreement by the party seeking indemnificationAgreement. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) A. The Adviser agrees to indemnify and hold harmless the Company Hartford and each of its directors, officers, employees and agents and each person, if any, who controls or is associated with the Company Hartford within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party" for purposes of this Section 5.27.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute, statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities Losses are related to the sale or expenses (acquisition of the Series shares or actions in respect thereof) or settlementsthe Contracts and: (1) arise . Arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), Trust Documents or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with was accurately derived from written information furnished to the Adviser Trust, the Adviser, or Fund the Distributor by or on behalf of the Company Hartford for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) Trust Documents or otherwise for use in connection with the sale of the Contracts or Fund Series shares; or (2) arise . Arise out of or are based on result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Adviser or persons under its control, with respect to the sale or distribution of the Contracts or Series shares; or 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing)Company Documents, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not 11 misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with accurately derived from written information furnished to the Company in writing Hartford by or on behalf of the Adviser or persons under its controlthe Trust; or (3) arise 4. Arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4) arise as a result of from any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and or furnish the materials required under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5) arise . Arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 hereofAdviser. (b) No party will B. The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is any Losses which are due to the an Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations or and duties under this Agreement by or to Hartford or the Separate Account, whichever is applicable. C. The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Adviser shall be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party seeking indemnificationnamed in the action. After notice from the Adviser to such party of its election to assume the defense thereof, the Indemnified Party shall bear the expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (c) D. The Indemnified Parties will shall promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them or any of their officers or directors in connection with the issuance or sale of the Contracts or the operation of the a Separate Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company GWL&A and its directors and officers and each person, if any, who controls or is associated with the Company GWL&A within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 5.28.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund SAI or sales literature or other promotional material of the Fund prepared by the Adviser (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement Agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser or Fund by or on behalf of the Company GWL&A for use in the registration statement, prospectus or statement of additional information SAI for the Fund or in sales literature of the Fund or other promotional material (or any amendment or supplementsupplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or the Fund shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the sales literature or other promotional material for the Contracts not supplied by the Adviser or persons under its control) or wrongful conduct of the Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing to GWL&A by or on behalf of the Adviser or persons under its controlAdviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements and procedures related thereto specified in Section 2.5 Article VI of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"Agreement); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser Adviser, the Distributor or the Fund Fund; or (vi) arise out of or persons under their respective control result from the incorrect or subject to their authorizationuntimely calculation or reporting by the Adviser of the daily net asset value per share or dividend or capital gain distribution rate; except to as limited by and in accordance with the extent provided in provisions of Sections 5.2(b8.2(b) and 5.3 8.2(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Adviser specified in Article VI hereof. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 5.28.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are ate based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement includingAgreement, including but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred services provided to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, in accordance with paragraphs 2.3 and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error6.1 above; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, including but not limited to paragraph 2.8 above, or arise out of or result from any other material breach of this Agreement by the Adviser or Adviser. Each of paragraphs (i) through (v) above is limited by and in accordance with the Fund or persons under their respective control or subject to their authorization; except to the extent provided in provisions of Sections 5.2(b8.3(b) and 5.3 hereof8.3(c) below. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 5.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (1) arise out of or are arc based on any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of produced by the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser or Fund by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (2) arise out of or are based on any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser or persons under its control; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement Agreement; a material mistake in calculating the performance information for the Fund which causes losses to the Company or material mistakes it makes in reproducing performance information for the Contracts in accordance with Section 3.15 or this Agreement; or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error; or (5) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 5.4 hereof. This indemnification will be in addition to any liability that the Company otherwise may have. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 5.210.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the 20 Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failureas well as the failure of the Fund, whether unintentional or intentional, in good faith faith, or otherwise, to comply with the diversification requirements and procedures related thereto specified in of Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting 817(h) of the daily net asset value per share or dividend or capital gain distribution rate (referred Code and Treasury Regulation 1.817-5, and to in this Section 5.2(a)(4) be qualified as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf a Regulated Investment Company under Subchapter M of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorCode; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or Adviser. Each of paragraphs (i) through (v) above is limited by and in accordance with the Fund or persons under their respective control or subject to their authorization; except to the extent provided in provisions of Sections 5.2(b10.3(b) and 5.3 hereof10.3(c) below. (b) No party will The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if such lossany losses, claimclaims, damagedamages, liability liabilities or litigation is due to the incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations or and duties under this Agreement by the party seeking indemnificationAgreement. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 5.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (1) arise out of or are based on any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser or Fund by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (2) arise out of or are based on any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser or persons under its control; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error; or (5) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 hereof. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees agrees, with respect to each Portfolio that it manages, to indemnify and hold harmless the Company and Schwab and each of their respective directors, officers and employees, and each person, if any, who controls or is associated with the Company or Schwab within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” and individually, an “Indemnified Party,” for purposes of this Section 5.28.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of the Portfolio that it manages or the Contracts and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund XXx or sales literature or other promotional material of the Fund prepared by the Fund, the Distributor, or the Adviser (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser Adviser, the Distributor, or the Fund by or on behalf of the Company or Schwab for use in the registration statement, statement or prospectus or statement of additional information XXx for the Fund or in sales literature of the Fund or other promotional material (or any amendment or supplementsupplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, XXx, or sales literature or other promotional material for the Contracts not supplied by the Fund or the Adviser, or persons under their control and other than statements or representations authorized in writing by the Company or Schwab) or wrongful conduct of the Fund or the Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, XXx, or sales literature or other promotional material for covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company in writing or Schwab by or on behalf of the Adviser or persons under its controlthe Fund; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, Fund or the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser Fund or the Fund Adviser in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser Fund or the Fund or persons under their respective control or subject Adviser (including a failure to their authorization; except to comply with the extent provided diversification and other qualification requirements specified in Section 2.3 and Article VI of this Agreement). Each of paragraphs (i) through (v) above is limited by and in accordance with the provisions of Sections 5.2(b8.2(b) and 5.3 8.2(c) below. This indemnification is in addition to and apart from the responsibilities and obligations of the Adviser specified in Article VI hereof. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) A. The Adviser agrees to indemnify and hold harmless the Company Hartford and each of its directors, officers, employees and agents and each person, if any, who controls or is associated with the Company Hartford within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party" for purposes of this Section 5.27.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute, statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities Losses are related to the sale or expenses (acquisition of the Series shares or actions in respect thereof) or settlementsthe Contracts and: (1) arise . Arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), Trust Documents or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with was accurately 'derived from written information furnished to the Adviser Trust, the Adviser, or Fund the Distributor by or on behalf of the Company Hartford for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) Trust Documents or otherwise for use in connection with the sale of the Contracts or Fund Series shares; or (2) arise . Arise out of or are based on result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Adviser or persons under its control, with respect to the sale or distribution of the Contracts or Series shares; or 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing)Company Documents, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with accurately derived from written information furnished to the Company in writing Hartford by or on behalf of the Adviser or persons under its controlthe Trust; or (3) arise 4. Arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4) arise as a result of from any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and or furnish the materials required under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5) arise . Arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 hereofAdviser. (b) No party will B. The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is any Losses which are due to the an Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations or and duties under this Agreement by or to Hartford or the Separate Account, whichever is applicable. C. The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Adviser shall be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party seeking indemnificationnamed in the action. After notice from the Adviser to such party of its election to assume the defense thereof, the Indemnified Party shall bear the expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (c) D. The Indemnified Parties will shall promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them or any of their officers or directors in connection with the issuance or sale of the Contracts or the operation of the a Separate Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 5.210.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales or other promotional literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or Adviser; or (vi) arise out of the failure of the Fund or persons any Portfolio to comply with the diversification requirements set forth in Section 817(h) of the Code or to qualify as a "regulated investment company" under their respective control or subject to their authorization; except to Subchapter M of the extent provided Code. Each of paragraphs (i) through (vi) above is limited by and in accordance with the provisions of Sections 5.2(b10.3(b) and 5.3 hereof10.3(c) below. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 5.210.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales or other promotional literature of the Fund (or any amendment or 18 supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or Adviser; or (vi) arise out of the failure of the Fund or persons any Portfolio to comply with the diversification requirements set forth in Section 817(h) of the Code or to qualify as a "regulated investment company" under their respective control or subject to their authorization; except to Subchapter M of the extent provided Code. Each of paragraphs (i) through (vi) above is limited by and in accordance with the provisions of Sections 5.2(b10.3(b) and 5.3 hereof10.3(c) below. (b) No party will The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if such lossany losses, claimclaims, damagedamages, liability liabilities or litigation is due to the incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations or and duties under this Agreement by the party seeking indemnificationAgreement. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 5.210.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the <Page> Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failureas well as the failure of the Fund, whether unintentional or intentional, in good faith faith, or otherwise, to comply with the diversification requirements and procedures related thereto specified in of Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting 817(h) of the daily net asset value per share or dividend or capital gain distribution rate (referred Code and Treasury Regulation 1.817-5, and to in this Section 5.2(a)(4) be qualified as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf a Regulated Investment Company under Subchapter M of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorCode; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or Adviser. Each of paragraphs (i) through (v) above is limited by and in accordance with the Fund or persons under their respective control or subject to their authorization; except to the extent provided in provisions of Sections 5.2(b10.3(b) and 5.3 hereof10.3(c) below. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 5.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (1) arise out of or are based on any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund that was prepared or approved by the Adviser (or any amendment or supplement to any of the foregoing), or arise out of or are based on the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser or Fund by or on behalf of the Company an Indemnified Party for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (2) arise out of or are based on any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser or persons under its control; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective its control or subject to their its authorization with respect to the sale of Fund shares; or (4) arise as a result of any failure by the Fund, the Adviser or persons under their its respective control or subject to their its authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error; or (5) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective its control or subject to their its authorization; except to the extent provided in Sections 5.2(b) and 5.3 5.4 hereof. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 5.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (1) arise out of or are based on any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser or Fund by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (2) arise out of or are based on any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser or persons under its control; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(45.2 (a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error; or (5) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 hereof. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or and or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” and individually, an “Indemnified Party,” for purposes of this Section 5.28.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or Adviser. Each of paragraphs (i) through (v) above is limited by and in accordance with the Fund or persons under their respective control or subject to their authorization; except to the extent provided in provisions of Sections 5.2(b8.3(b) and 5.3 hereof8.3(c) below. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 5.210.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization the Fund to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, Agreement(including a failure, whether unintentional intentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 Article VI of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"Agreement); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or Adviser. Each of paragraphs (i) through (v) above is limited by and in accordance with the Fund or persons under their respective control or subject to their authorization; except to the extent provided in provisions of Sections 5.2(b10.3(b) and 5.3 hereof10.3(c) below. (b) No party will The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if such lossany losses, claimclaims, damagedamages, liability liabilities or litigation is due to the incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations or and duties under this Agreement by the party seeking indemnificationAgreement. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Life Company and each of its directors, officers, employees, and agents and each person, if any, who controls or is associated with the Life Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing '33 Act (collectively, for purposes of Sections 7.4, 7.5 and 7.6, the "Indemnified Parties" for purposes of this Section 5.2") against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the AdviserFund which consent shall not be unreasonably withheld) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Fund's shares or the Variable Contracts and: (1a) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser or the Fund by or on behalf of the Life Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or the Fund shares; or (2b) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Contracts not supplied by the Adviser or the Fund or persons under its control) or wrongful conduct of the Adviser or persons under its control, with respect to the sale or distribution of the Variable Contracts or the Fund shares; or (c) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, or sales literature or other promotional material for covering the Contracts (Variable Contracts, or any amendment thereof or supplement to any of the foregoing), thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Life Company in writing for inclusion therein by or on behalf of the Adviser or persons under its controlFund; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error; or (5) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 hereof. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) A. The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party" for purposes of this Section 5.27.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute, statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities Losses are related to the sale or expenses (acquisition of the Series shares or actions in respect thereof) or settlementsthe Contracts and: (1) arise . Arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), Trust Documents or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with was accurately derived from written information furnished to the Adviser Trust, the Adviser, or Fund the Distributor by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) Trust Documents or otherwise for use in connection with the sale of the Contracts or Fund Series shares; or (2) arise . Arise out of or are based on result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Adviser or persons under its control, with respect to the sale or distribution of the Contracts or Series shares; or 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing)Company Documents, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with accurately derived from written information furnished to the Company in writing by or on behalf of the Adviser or persons under its controlthe Trust; or (3) arise 4. Arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4) arise as a result of from any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and or furnish the materials as required of the Adviser under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5) arise . Arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 hereofAdviser. (b) No party will B. The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is any Losses which are due to the an Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations or and duties under this Agreement by or to the Company or the Separate Account, whichever is applicable. C. The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Adviser shall be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party seeking indemnificationnamed in the action. After notice from the Adviser to such party of its election to assume the defense thereof, the Indemnified Party shall bear the expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (c) D. The Indemnified Parties will shall promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them or any of their officers or directors in connection with the issuance or sale of the Contracts or the operation of the a Separate Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a8.2(a) The Adviser agrees agrees, with respect to each Portfolio that it manages, to indemnify and hold harmless the Company and Schwab and each of their respective directors, officers and employees, and each person, if any, who controls or is associated with the Company or Schwab within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 5.28.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of the Portfolio that it manages or the Contracts and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund SAI or sales literature or other promotional material of the Fund prepared by the Fund, the Underwriter, or the Adviser (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser Adviser, the Underwriter, or the Fund by or on behalf of the Company or Schwab for use in the registration statement, statement or prospectus or statement of additional information SAI for the Fund or in sales literature of the Fund or other promotional material (or any amendment or supplementsupplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, or sales literature or other promotional material for the Contracts not supplied by the Fund or the Adviser, or persons under their control and other than statements or representations authorized in writing by the Company or Schwab) or wrongful conduct of the Fund or the Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, SAI, or sales literature or other promotional material for covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company in writing or Schwab by or on behalf of the Adviser or persons under its controlthe Fund; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, Fund or the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser Fund or the Fund Adviser in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser Fund or the Fund or persons under their respective control or subject Adviser (including a failure to their authorization; except to comply with the extent provided diversification and other qualification requirements specified in Section 2.3 and Article VI of this Agreement). Each of paragraphs (i) through (v) above is limited by and in accordance with the provisions of Sections 5.2(b8.2(b) and 5.3 8.2(c) below. This indemnification is in addition to and apart from the responsibilities and obligations of the Adviser specified in Article VI hereof. (b8.2(b) No party will The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if such lossany losses, claimclaims, damageexpenses, liability damages, liabilities or litigation is due to the which an Indemnified Party would otherwise become subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnificationAgreement. (c8.2(c) The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the Party named in the action. After notice from the Adviser to such Party of the Adviser's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation. 8.2(d) The Company and Schwab will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them an Indemnified Party in connection with this Agreement, the issuance or sale of the Contracts or the operation of the AccountAccount(s). (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. the Fund and CSAMSI (a) The Adviser agrees and CSAMSI and the Fund (in the case of the Fund, solely to the extent of its responsibilities hereunder) agree to indemnify and hold harmless the Company and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 5.28.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (1) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), ) or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; made (in each case substantially as transmitted to the Company by the Fund or CSAMSI), provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser Adviser, CSAMSI or the Fund by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (2) arise out of or are based on as a result of statements or representations or wrongful conduct of the Adviser, the Fund or CSAMSI or persons under the control of the Adviser, the Fund or CSAMSI respectively, with respect to the sale or distribution of the Fund shares (other than statements or representations contained in a registration statement, prospectus, statement of additional information, sales literature or other promotional material covering the Contracts not supplied by CSAMSI or persons under its control); or (3) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or prospectus, statement of additional information or sales literature or other promotional material for covering the Contracts (or any amendment or supplement to any of the foregoingthereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the such statement or statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company in writing by the Adviser, the Fund or on behalf of the Adviser CSAMSI or persons under its control; or (3) arise out the control of or are based on any wrongful conduct ofthe Adviser, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund sharesCSAMSI; or (4) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization CSAMSI to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 Article VI of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"Agreement); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error; or (5) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or Adviser, the Fund or CSAMSI in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorizationCSAMSI; except to the extent provided in Sections 5.2(b8.2(b) and 5.3 8.3 hereof. These indemnifications will be in addition to any liability that the Fund, Adviser or CSAMSI otherwise may have. (b) No party will be entitled to indemnification under Section 5.2(a8.2(a) if to the extent such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and Adviser, the Fund and CSAMSI of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Accountaccount. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 5.28.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature coveting the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement includingAgreement, including but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred services provided to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, in accordance with paragraphs 2.3 and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error6.1 above; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, or arise out including but not limited Each of or result from any other material breach paragraphs (i) through (v) above is limited by and in accordance with the provisions of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b8.3(b) and 5.3 hereof8.3(c) below. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser SR&F agrees to indemnify and hold harmless the Company Company, the underwriter of the Contracts and each of its directors and officers and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.28.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the AdviserSR&F, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expenses)counsel fees incurred in connection therewith) (collectively, "Losses") to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities Losses are related to the sale or expenses (acquisition of the Trust's Shares or actions in respect thereof) or settlementsthe Contracts and: (1i) arise out of or are based on upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the registration statementRegistration Statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund Trust (or any amendment or supplement to any of the foregoing)) (collectively, the "Trust Documents") or arise out of or are based on upon the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser or Fund by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (2) arise out of or are based on any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were mademisleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser or persons under its control; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser SR&F or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied Trust by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error; or (5) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 hereof. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence for use in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.Registration Statement

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” and individually, an “Indemnified Party,” for purposes of this Section 5.28.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement includingAgreement, including but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred services provided to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, in accordance with paragraphs 2.3 and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error6.1 above; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, including but not limited to paragraph 2.8 above, or arise out of or result from any other material breach of this Agreement by the Adviser or Adviser. Each of paragraphs (i) through (v) above is limited by and in accordance with the Fund or persons under their respective control or subject to their authorization; except to the extent provided in provisions of Sections 5.2(b8.3(b) and 5.3 hereof8.3(c) below. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 5.28.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization the Fund to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or Adviser. Each of paragraphs (i) through (v) above is limited by and in accordance with the Fund or persons under their respective control or subject to their authorization; except to the extent provided in provisions of Sections 5.2(b8.3(b) and 5.3 hereof8.3(c) below. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) A. The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” and individually, an “Indemnified Party” for purposes of this Section 5.28.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, “Losses”), to which the Indemnified Parties may become subject under any statute, statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities Losses are related to the sale or expenses (acquisition of the Portfolio Shares or actions in respect thereof) or settlementsthe Contracts and: (1) arise . Arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the any Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), Documents or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with was accurately derived from written information furnished to the Adviser Fund, the Adviser, or Fund the Underwriter by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) Documents or otherwise for use in connection with the sale of the Contracts or Fund sharesPortfolio Shares; or (2) arise . Arise out of or are based on result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Adviser or persons under its control, with respect to the sale or distribution of the Contracts or Portfolio Shares; or 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing)Company Documents, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with accurately derived from written information furnished to the Company in writing by or on behalf of the Adviser or persons under its controlAdviser; or (3) arise 4. Arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4) arise as a result of from any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and or furnish the materials required under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5) arise . Arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 hereofAdviser. (b) No party will B. The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is any Losses which are due to the an Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations or and duties under this Agreement by or to the Company or the Account, whichever is applicable. C. The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Adviser shall be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party seeking indemnificationnamed in the action. After notice from the Adviser to such party of its election to assume the defense thereof, the Indemnified Party shall bear the expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (c) D. The Indemnified Parties will shall promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them or any of their officers or directors in connection with the issuance or sale of the Contracts or the operation of the an Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 5.28.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other other(1) expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement includingAgreement, including but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred services provided to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, in accordance with paragraphs 2.3 and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error6.1 above; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, or arise out including but not limited Each of or result from any other material breach paragraphs (i) through (v) above is limited by and in accordance with the provisions of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b8.3(b) and 5.3 hereof. (b8.3(c) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.below

Indemnification by the Adviser. the Fund and each Portfolio (a) The Adviser agrees Adviser, the Fund and each Portfolio, in each case solely to the extent relating to such party’s responsibilities hereunder, agree to indemnify and hold harmless the Company and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the "“Indemnified Parties" ” for purposes of this Section 5.28.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser, the Fund or a Portfolio, as applicable) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (1) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information SAI for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser Adviser, the Fund or Fund a Portfolio by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information SAI for the Fund or in sales literature of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Fund sharesShares; or (2) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the Contracts or the Fund or Contract registration statements, Fund or Contract prospectuses, SAIs or sales literature or other promotional materials for the Contracts or Fund not supplied by the Adviser, the Fund or persons under its’ control) or wrongful conduct of the Adviser, the Fund or a Portfolio or persons under the control of the Adviser, the Fund or a Portfolio respectively, with respect to the sale of the Shares; or (3) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, SAI or sales literature or other promotional material for covering the Contracts (or any amendment or supplement to any of the foregoingthereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the such statement or statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company in writing by the Adviser, the Fund or on behalf of the Adviser a Portfolio or persons under its control; or (3) arise out the control of or are based on any wrongful conduct ofthe Adviser, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund sharesa Portfolio; or (4) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization a Portfolio to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements Diversification Requirements and procedures related thereto specified in Section 2.5 Article VI of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"Agreement); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error; or (5) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or Adviser, the Fund or a Portfolio in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser or Adviser, the Fund or persons under their respective control or subject to their authorizationa Portfolio; except to the extent provided in Sections 5.2(b8.2(b) and 5.3 8.3 hereof. This indemnification will be in addition to any liability that the Adviser, the Fund or the Portfolio otherwise may have. (b) No party will be entitled to indemnification under Section 5.2(a8.2(a) if to the extent such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's ’s duties under this Agreement, or by reason of such party's ’s reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and Adviser, the Fund or a Portfolio of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Accountaccount. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” and individually, an “Indemnified Party,” for purposes of this Section 5.28.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales or other promotional literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum , other disclosure document or sales literature or other promotional material literature for the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or . Each of paragraphs (i) through (v) above is limited by and in accordance with the Fund or persons under their respective control or subject to their authorization; except to the extent provided in provisions of Sections 5.2(b8.3(b) and 5.3 hereof8.3(c) below. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 5.28.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser (or Fund made upon approval) by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, or sales literature or other promotional material for covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or Adviser. Each of paragraphs (i) through (v) above is limited by and in accordance with the Fund or persons under their respective control or subject to their authorization; except to the extent provided in provisions of Sections 5.2(b8.3(b) and 5.3 hereof8.3(c) below. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 5.210.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or Adviser. Each of paragraphs (i) through (v) above is limited by and in accordance with the Fund or persons under their respective control or subject to their authorization; except to the extent provided in provisions of Sections 5.2(b10.3(b) and 5.3 hereof10.3(c) below. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 5.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (1) arise out of or are based on any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of produced by the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser or Fund by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (2) arise out of or are based on any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser or persons under its control; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement Agreement; a material mistake in calculating the performance information for the Fund which causes losses to the Company or material mistakes it makes in reproducing performance information for the Contracts in accordance with Section 3.15 or this Agreement; or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error; or (5) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 5.4 hereof. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) A. The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” and individually, an “Indemnified Party” for purposes of this Section 5.27.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, “Losses”), to which the Indemnified Parties may become subject under any statute, statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities Losses are related to the sale or expenses (acquisition of the Series shares or actions in respect thereof) or settlementsthe Contracts and: (1) arise . Arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), Trust Documents or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with was accurately derived from written information furnished to the Adviser Trust, the Adviser, or Fund the Distributor by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) Trust Documents or otherwise for use in connection with the sale of the Contracts or Fund Series shares; or (2) arise . Arise out of or are based on result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Adviser or persons under its control, with respect to the sale or distribution of the Contracts or Series shares; or 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing)Company Documents, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with accurately derived from written information furnished to the Company in writing by or on behalf of the Adviser or persons under its controlthe Trust; or (3) arise 4. Arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4) arise as a result of from any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and or furnish the materials as required of the Adviser under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5) arise . Arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 hereofAdviser. (b) No party will B. The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is any Losses which are due to the an Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations or and duties under this Agreement by or to the Company or the Separate Account, whichever is applicable. C. The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Adviser shall be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party seeking indemnificationnamed in the action. After notice from the Adviser to such party of its election to assume the defense thereof, the Indemnified Party shall bear the expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (c) D. The Indemnified Parties will shall promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them or any of their officers or directors in connection with the issuance or sale of the Contracts or the operation of the a Separate Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a8.2(a) The Adviser agrees agrees, with respect to each Portfolio that it manages, to indemnify and hold harmless the Company and Schwab and each of their respective directors, officers and employees, and each person, if any, who controls or is associated with the Company or Schwab within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 5.28.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of the Portfolio that it manages or the Contracts and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund SAI or sales literature or other promotional material of the Fund prepared by the Fund, the Distributor, or the Adviser (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser Adviser, the Distributor, or the Fund by or on behalf of the Company or Schwab for use in the registration statement, statement or prospectus or statement of additional information SAI for the Fund or in sales literature of the Fund or other promotional material (or any amendment or supplementsupplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, or sales literature or other promotional material for the Contracts not supplied by the Fund or the Adviser, or persons under their control and other than statements or representations authorized in writing by the Company or Schwab) or wrongful conduct of the Fund or the Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, SAI, or sales literature or other promotional material for covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company in writing or Schwab by or on behalf of the Adviser or persons under its controlthe Fund; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, Fund or the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser Fund or the Fund Adviser in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser Fund or the Fund or persons under their respective control or subject Adviser (including a failure to their authorization; except to comply with the extent provided diversification and other qualification requirements specified in Section 2.3 and Article VI of this Agreement). Each of paragraphs (i) through (v) above is limited by and in accordance with the provisions of Sections 5.2(b8.2(b) and 5.3 8.2(c) below. This indemnification is in addition to and apart from the responsibilities and obligations of the Adviser specified in Article VI hereof. (b8.2(b) No party will The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if such lossany losses, claimclaims, damageexpenses, liability damages, liabilities or litigation is due to the which an Indemnified Party would otherwise become subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnificationAgreement. (c8.2(c) The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the Party named in the action. After notice from the Adviser to such Party of the Adviser's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation. 8.2(d) The Company and Schwab will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them an Indemnified Party in connection with this Agreement, the issuance or sale of the Contracts or the operation of the AccountAccount(s). (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” and individually, an “Indemnified Party,” for purposes of this Section 5.210.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or Adviser. Each of paragraphs (i) through (v) above is limited by and in accordance with the Fund or persons under their respective control or subject to their authorization; except to the extent provided in provisions of Sections 5.2(b10.3(b) and 5.3 hereof10.3(c) below. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 5.28.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering 15 memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or Adviser. Each of paragraphs (i) through (v) above is limited by and in accordance with the Fund or persons under their respective control or subject to their authorization; except to the extent provided in provisions of Sections 5.2(b8.3(b) and 5.3 hereof8.3(c) below. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 5.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (1) arise out of or are based on any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser or Fund by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (2) arise out of or are based on any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser or persons under its control; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error; or (5) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 hereof. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or and or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 5.28.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser (or Fund made upon approval) by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, or sales literature or other promotional material for covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3iv) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4) arise arise. as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or Adviser. Each of paragraphs (i) through (v) above is limited by and in accordance with the Fund or persons under their respective control or subject to their authorization; except to the extent provided in provisions of Sections 5.2(b8.3(b) and 5.3 hereof8.3(c) below. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company Insurance Parties and their directors and offi­cers and each person, if any, who controls or is associated with the Company con­trols an Insurance Party within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 5.27.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained con­tained in the registration statement, statement or prospectus or statement of additional information for the Fund SAI or sales literature or other promotional material of the Fund prepared by the Fund, the Distributor or the Adviser (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement Agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser Adviser, the Distributor or the Fund by or on behalf of the Company Insurance Parties for use in the registration registra­tion statement, prospectus or statement of additional information SAI for the Fund or in sales literature of the Fund or other promotional material (or any amendment or supplementsupplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or the Fund shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in sales literature or other promotional material for the Contracts not supplied by the Adviser or persons under its control) or wrongful conduct of the Fund, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing to an Insurance Party by or on behalf of the Adviser Adviser, the Distributor or persons under its controlthe Fund; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Distributor or the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, (including a failure, whether unintentional or in good faith or otherwise, to comply com­ply with the diversification and other qualification requirements and procedures related thereto specified in Section 2.5 Article VI of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"Agreement); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser Fund, the Distributor or the Fund Adviser in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser Adviser, the Distributor or the Fund Fund; or (vi) arise out of or persons under their respective control result from the incorrect or subject to their authorizationuntimely calculation or reporting by the Fund, the Distributor or the Adviser of the daily net asset value per share or dividend or capital gain distribution rate; except to as limited by and in accordance with the extent provided in provisions of Sections 5.2(b7.2(b) and 5.3 7.2(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Adviser specified in Article VII hereof. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” and individually, an “Indemnified Party,” for purposes of this Section 5.210.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales or other promotional literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or Adviser; or (vi) arise out of the failure of the Fund or persons any Portfolio to comply with the diversification requirements set forth in Section 817(h) of the Code or to qualify as a “regulated investment company” under their respective control or subject to their authorization; except to Subchapter M of the extent provided Code. Each of paragraphs (i) through (vi) above is limited by and in accordance with the provisions of Sections 5.2(b10.3(b) and 5.3 hereof10.3(c) below. (b) No party will The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if such lossany losses, claimclaims, damagedamages, liability liabilities or litigation is due to the incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations or and duties under this Agreement by the party seeking indemnificationAgreement. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) A. The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” and individually, an “Indemnified Party” for purposes of this Section 5.28.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, “Losses”), to which the Indemnified Parties may become subject under any statute, statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities Losses are related to the sale or expenses (acquisition of the Portfolio Shares or actions in respect thereof) or settlementsthe Contracts and: (1) arise . Arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the any Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), Documents or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with was accurately derived from written information furnished to the Adviser Fund, the Adviser, or Fund the Distributor by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) Documents or otherwise for use in connection with the sale of the Contracts or Fund sharesPortfolio Shares; or (2) arise . Arise out of or are based on result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Adviser or persons under its control, with respect to the sale or distribution of the Contracts or Portfolio Shares; or 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing)Company Documents, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with accurately derived from written information furnished to the Company in writing by or on behalf of the Adviser or persons under its controlthe Fund; or (3) arise 4. Arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4) arise as a result of from any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and or furnish the materials required under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5) arise . Arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 hereofAdviser. (b) No party will B. The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is any Losses which are due to the an Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations or and duties under this Agreement by or to the Company or the Account, whichever is applicable. C. The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Adviser shall be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party seeking indemnificationnamed in the action. After notice from the Adviser to such party of its election to assume the defense thereof, the Indemnified Party shall bear the expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (c) D. The Indemnified Parties will shall promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them or any of their officers or directors in connection with the issuance or sale of the Contracts or the operation of the an Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) A. The Adviser agrees to indemnify and hold harmless the Company Hartford and each of its directors, officers, employees and agents and each person, if any, who controls or is associated with the Company Hartford within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party" for purposes of this Section 5.27.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any losses, claims, damages, liabilities or expenses and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementsLosses are related to the Series and: (1) arise . Arise out of or are based on any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser or Fund by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (2) arise out of or are based on result from any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing)Fund Documents, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with accurately derived from written information furnished to the Company in writing Fund by or on behalf of the Adviser or persons under its controlAdviser; or (3) arise 2. Arise out of or are based on result from any wrongful conduct ofuntrue statement or alleged untrue statement of a material fact contained in Company Documents, or violation of applicable federal the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and state law by, accurately derived from written information furnished to Hartford by the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund sharesAdviser; or (4) arise as a 3. Arise out of or result of from any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and or furnish the materials required under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5) arise 4. Arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 hereofAdviser. (b) No party will B. The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if any Losses to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or litigation is due to the Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations or and duties under this Agreement by or to the Company or the Separate Account, whichever is applicable. C. The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party seeking indemnificationnamed in the action. After notice from the Adviser to such party of their election to assume the defense thereof, the Indemnified Party shall bear the expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (c) D. The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them in connection with the issuance or sale of the Contracts or shares of any Series or the operation of the each Separate Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 5.2) against any and all losses, claims, expenses, damages, liabilities (including reasonable legal and other expenses) or litigation (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (1) arise out of or are based on any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser or Fund by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (2) arise out of or are based on any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser or persons under its control; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error; or (5) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 hereof. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) A. The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party" for purposes of this Section 5.27.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute, statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities Losses are related to the sale or expenses (acquisition of the Series shares or actions in respect thereof) or settlementsthe Contracts and: (1) arise . Arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact based upon information provided by Adviser contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), Trust Documents or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with was accurately derived from written information furnished to the Adviser Trust, the Adviser, or Fund the Distributor by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) Trust Documents or otherwise for use in connection with the sale of the Contracts or Fund Series shares; or (2) arise . Arise out of or are based on result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Adviser or persons under its control, with respect to the sale or distribution of the Contracts or Series shares; or 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing)Company Documents, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with accurately derived from written information furnished to the Company in writing by or on behalf of the Adviser or persons under its controlAdviser; or (3) arise 4. Arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4) arise as a result of from any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and or furnish the materials required under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5) arise . Arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 hereofAdviser. (b) No party will B. The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is any Losses which are due to the an Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations or and duties under this Agreement by or to the Company or the Separate Account, whichever is applicable. C. The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Adviser shall be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party seeking indemnificationnamed in the action. After notice from the Adviser to such party of its election to assume the defense thereof, the Indemnified Party shall bear the expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (c) D. The Indemnified Parties will shall promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them or any of their officers or directors in connection with the issuance or sale of the Contracts or the operation of the a Separate Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 5.210.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Fund's shares and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser Adviser; or (vi) arise out of or result from the failure of the Fund or persons under their respective control or subject to their authorization; except to comply with the extent provided diversification requirements specified in Article VI hereof. Each of paragraphs (i) through (vi) above is limited by and in accordance with the provisions of Sections 5.2(b10.3(b) and 5.3 hereof10.3(c) below. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a8.3(a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” and individually, an “Indemnified Party,” for purposes of this Section 5.28.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are ate based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement includingAgreement, including but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred services provided to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, in accordance with paragraphs 2.3 and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error6.1 above; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, including but not limited to paragraph 2.8 above, or arise out of or result from any other material breach of this Agreement by the Adviser or Adviser. Each of paragraphs (i) through (v) above is limited by and in accordance with the Fund or persons under their respective control or subject to their authorization; except to the extent provided in provisions of Sections 5.2(b8.3(b) and 5.3 hereof8.3(c) below. (b8.3(b) No party will The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if such lossany losses, claimclaims, damagedamages, liability liabilities or litigation is due to the incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations or and duties under this Agreement by Agreement. 8.3(c) The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party seeking indemnificationnamed in the action, After notice from the Adviser to such party of the Adviser’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (c8.3(d) The Indemnified Parties Company will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them an Indemnified Party in connection with this Agreement, the issuance or sale of the Contracts or the operation of the AccountAccount(s). (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” and individually, an “Indemnified Party,” for purposes of this Section 5.210.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or (including any breach of Article VI of this Agreement). Each of paragraphs (i) through (v) above is limited by and in accordance with the Fund or persons under their respective control or subject to their authorization; except to the extent provided in provisions of Sections 5.2(b10.3(b) and 5.3 hereof10.3(c) below. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a) The Adviser ADVISER agrees to indemnify and hold harmless the Company TNE and their directors and officers and each person, if any, who controls or is associated with the Company TNE within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act or any affiliated person of TNE within the meaning of Section 2(a)(3) of the 1940 Act (collectively, the "Indemnified Parties" for purposes of this Section 5.210.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the AdviserADVISER) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund SAI or sales literature or other promotional material of the Fund prepared by the Fund, the Distributor or the ADVISER (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement Agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser or Fund by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (2) arise out of or are based on any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Adviser or persons under its control; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law byADVISER, the Adviser Distributor or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; by or (4) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error; or (5) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 hereof. (b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.

Indemnification by the Adviser. (a9.3(a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” and individually, an “Indemnified Party,” for purposes of this Section 5.29.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (1i) arise out of or are based on upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based on upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this agreement to indemnify will shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Fund, the Underwriter or the Adviser or Fund by or on behalf of the Company for use in the registration statement, statement or prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (2ii) arise out of or are based on as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract a registration statement, prospectus or statement of additional information prospectus, offering memorandum, other disclosure document or sales literature or other promotional material for literature covering the Contracts (Contracts, or any amendment thereof or supplement to any of the foregoing)thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company in writing by or on behalf of the Adviser Fund or persons under its controlthe Adviser; or (3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Adviser or the Fund or persons under their respective control or subject to their authorization with respect to the sale of Fund shares; or (4iv) arise as a result of any failure by the Fund, the Adviser or persons under their respective control or subject to their authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such errorAgreement; or (5v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, Agreement or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund or persons under their respective control or subject to their authorization; except to the extent provided in Sections 5.2(b) and 5.3 hereofAdviser. (b9.3(b) No party will The Adviser shall not be entitled liable under this indemnification provision with respect to indemnification under Section 5.2(a) if such lossany losses, claimclaims, damagedamages, liability liabilities or litigation is due to the which an Indemnified would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations or and duties under this Agreement by the party seeking indemnificationAgreement. (c9.3(c) The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal 9.3(d) The Company will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them an Indemnified Party in connection with this Agreement, the issuance or sale of the Contracts or the operation of the AccountAccount(s). (d) It is understood that these indemnities shall have no effect on any other agreements or arrangements between the Fund and/or its series and the Adviser.