Common use of Representations and Warranties 2 Clause in Contracts

Representations and Warranties 2. 1. The Company represents and warrants that the Contracts are or will be registered under the 1933 Act and that the Contracts will be issued and sold in compliance with all applicable federal and state laws, including state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Account as a separate account under applicable state law and has registered the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, and that it will maintain such registration for so long as any Contracts are outstanding. The Company will amend the registration statement under the 1933 Act for the Contracts and the registration statement under the 1940 Act for the Account from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company will register and qualify the Contracts for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company. 2.2. The Company represents that the Contracts are currently and at the time of issuance will be treated as annuity contracts under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.3. The Company represents and warrants that it will not purchase shares of the Designated Portfolios with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans. 2.4. The Fund represents and warrants that Fund shares of the Designated Portfolios sold pursuant to this Agreement will be registered under the 1933 Act and duly authorized for issuance in accordance with applicable law and that the Fund is and will remain registered under the 1940 Act for as long as such shares of the Designated Portfolios are outstanding. The Fund will amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares or as may otherwise be required by applicable law. The Fund will register and qualify the shares of the Designated Portfolios for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund. 2.5. The Fund represents that each Designated Portfolio will elect to be treated as a "regulated investment company" under Subchapter M of the Internal Revenue Code and will qualify for such treatment for each taxable year and will notify the Company immediately upon having a reasonable basis for believing that a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 2.6. The Fund represents and warrants that in performing the services described in this Agreement, the Fund will comply with all applicable laws, rules and regulations. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies, objectives and restrictions) complies with the insurance laws and regulations of any state. The Fund and CSI agree that upon request they will use their best efforts to furnish the information required by state insurance laws so that the Company can obtain the authority needed to issue the Contracts in the various states. 2.7. The Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act, although it reserves the right to make such payments in the future. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1 the Fund undertakes to have its Fund Board formulate and approve any plan under Rule 12b-1 to finance distribution expenses in accordance with the 1940 Act. 2.8. The Fund represents that it is lawfully organized and validly existing under the laws of The Commonwealth of Massachusetts and that it does and will comply in all material respects with applicable provisions of the 1940 Act. 2.9. CSI represents and warrants that it will distribute the Fund shares of the Designated Portfolios in accordance with all applicable federal and state securities laws including, without limitation, the 1933 Act, the 1934 Act and the 1940 Xxx. 0.10. CSI represents and warrants that it is and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for the Fund in accordance in all material respects with any applicable state and federal securities laws. 2.11. The Fund represents and warrants that all of its trustees, officers, employees, and other individuals/entities having access to the funds and/or securities of the Fund are and continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company. CSI and the Fund's investment advisers represent and warrant that they are and continue to be at all times covered by policies similar to the aforesaid bond. The Fund and Adviser further represent and warrant that the Fund and its trustees are and at all times during the term of this Agreement will be covered by an errors and omissions insurance policy in an amount of not less than $3 million. ARTICLE III.

Representations and Warranties 2. 1. The Company represents and warrants that interests in the Account funding the Contracts are or will be registered under the 1933 Act and that the Contracts will be issued and sold in compliance with all applicable federal and state laws, including state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each the Account as a separate segregated asset account under applicable state law and has registered the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account accounts for the Contracts, and that it will maintain such registration for so long as any Contracts are outstanding. The Company will shall amend the registration statement under the 1933 Act for the Contracts interests in the Account and the registration statement under the 1940 Act for the Account from time to time as required in order to effect affect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company will shall register and qualify the Contracts for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company. 2.2. The Subject to Section 2.4 and Article VI, the Company represents and warrants that the Contracts are currently and at the time of issuance will be treated as variable annuity contracts or life insurance contracts, as the case may be, under applicable provisions of the Internal Revenue Code, Code and that it will make every effort to maintain such treatment and that it will notify the Fund and the Adviser Underwriter immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.3. The Company represents Fund and warrants that it will not purchase shares of the Designated Portfolios with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans. 2.4. The Fund Underwriter each represents and warrants that Fund shares of the Designated Portfolios sold pursuant to this Agreement will shall be registered under the 1933 Act and duly authorized for issuance in accordance with applicable law and that the Fund is and will shall remain registered under the 1940 Act for as long as such the Fund shares of the Designated Portfolios are outstandingsold. The Fund will shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares or as may otherwise be required by applicable lawshares. The Fund will shall register and qualify the shares of the Designated Portfolios for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund. 2.5. The Fund represents that each Designated Portfolio will elect to be treated as a "regulated investment company" under Subchapter M of or the Internal Revenue Code and will qualify for such treatment for each taxable year and will notify the Company immediately upon having a reasonable basis for believing that a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 2.6. The Fund represents and warrants that in performing the services described in this Agreement, the Fund will comply with all applicable laws, rules and regulations. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies, objectives and restrictions) complies with the insurance laws and regulations of any state. The Fund and CSI agree that upon request they will use their best efforts to furnish the information required by state insurance laws so that the Company can obtain the authority needed to issue the Contracts in the various states. 2.7. The Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act, although it reserves the right to make such payments in the future. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1 the Fund undertakes to have its Fund Board formulate and approve any plan under Rule 12b-1 to finance distribution expenses in accordance with the 1940 Act. 2.8. The Fund represents that it is lawfully organized and validly existing under the laws of The Commonwealth of Massachusetts and that it does and will comply in all material respects with applicable provisions of the 1940 Act. 2.9. CSI represents and warrants that it will distribute the Fund shares of the Designated Portfolios in accordance with all applicable federal and state securities laws including, without limitation, the 1933 Act, the 1934 Act and the 1940 Xxx. 0.10. CSI represents and warrants that it is and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for the Fund in accordance in all material respects with any applicable state and federal securities laws. 2.11. The Fund represents and warrants that all of its trustees, officers, employees, and other individuals/entities having access to the funds and/or securities of the Fund are and continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company. CSI and the Fund's investment advisers represent and warrant that they are and continue to be at all times covered by policies similar to the aforesaid bond. The Fund and Adviser further represent and warrant that the Fund and its trustees are and at all times during the term of this Agreement will be covered by an errors and omissions insurance policy in an amount of not less than $3 million. ARTICLE IIIUnderwriter.

Representations and Warranties 2. 1.1. The Company represents and warrants that the Contracts are or will be registered under the 1933 Act and Act; that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws, including laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Account prior to any issuance or sale thereof as a separate segregated asset account under applicable state law Section 31A-5-217.5 of the Utah Insurance Code and has registered or, prior to any issuance or sale of the Contracts, will register each Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, and that it will maintain such registration for so long as any Contracts are outstanding. The Company will amend the registration statement under the 1933 Act for the Contracts and the registration statement under the 1940 Act for the Account from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company will register and qualify the Contracts for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company. 2.2. The Company represents that the Contracts are currently and at the time of issuance will be treated as annuity contracts under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.3. The Company represents and warrants that it will not purchase shares of the Designated Portfolios with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans. 2.4. The Fund represents and warrants that Fund shares of the Designated Portfolios sold pursuant to this Agreement will shall be registered under the 1933 Act and Act, duly authorized for issuance and sold in accordance compliance with the laws of the State of Maryland and all applicable law federal and state securities laws and that the Fund is and will shall remain registered under the 1940 Act for as long as such shares of the Designated Portfolios are outstandingAcx. The Xxx Fund will shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares or as may otherwise be required by applicable lawshares. The Fund will shall register and qualify the shares of the Designated Portfolios for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund. 2.5. 2.3 The Fund represents and warrants that each Designated Portfolio invested in by the Company will elect to be treated as a "regulated investment company" under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and will qualify for such treatment for each taxable year and will notify the Company immediately upon having a reasonable basis for believing that a Designated Portfolio it has ceased to so qualify or that it might not so qualify in the future. 2.62.4. The Company represents that the Contracts are currently treated as life insurance policies or annuity contracts, under applicable provisions of the Code and that it will make every effort to maintain such treatment and that it will notify the Fund immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.5.. The Fund represents and warrants that in performing to the services described in this Agreementextent that it decides to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act, the Fund will comply with all applicable lawsundertakes to have a board of directors, rules a majority of whom are not interested persons of the Fund, formulate and regulationsapprove any plan under Rule 12b-1 to finance distribution expenses. 2.6. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies, objectives and restrictions) complies with the insurance laws and or regulations of any state. The Fund and CSI agree that upon request they will use their best efforts to furnish the information required by state insurance laws so various states except that the Company can obtain Fund represents that the authority needed Fund's investment policies, fees and expenses are and shall at all times remain in compliance with the laws of the State of Maryland and the Fund represents that their respective operations are and shall at all times remain in material compliance with the laws of the State of Maryland to issue the Contracts in the various statesextent required to perform this Agreement. 2.7. The Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act, although it reserves the right to make such payments in the future. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1 the Fund undertakes to have its Fund Board formulate and approve any plan under Rule 12b-1 to finance distribution expenses in accordance with the 1940 Act. 2.8. The Fund represents that it is lawfully organized and validly existing under the laws of The Commonwealth the State of Massachusetts Maryland and that it does and will comply in all material respects with applicable provisions of the 1940 Act. 2.92.8. CSI represents and warrants that it will distribute the Fund shares of the Designated Portfolios in accordance with all applicable federal and state securities laws including, without limitation, the 1933 Act, the 1934 Act and the 1940 Xxx. 0.10. CSI Each Adviser represents and warrants that it is and will shall remain duly registered in all material respects under all applicable federal and state securities laws and that it will perform its obligations for the Fund in accordance compliance in all material respects with the laws of its state of domicile and any applicable state and federal securities laws. 2.112.9. The Fund represents and warrants that all of its trusteesdirectors, officers, employees, and other individuals/entities having access to dealing with the funds money and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid blanket fidelity bond includes shall include coverage for larceny and embezzlement and is shall be issued by a reputable bonding company. CSI and the Fund's investment advisers represent and warrant that they are and continue to be at all times covered by policies similar to the aforesaid bond. The Fund and each Adviser further represent and warrant that the Fund and its trustees directors are and at all times during the term of this Agreement will be covered by an errors and omissions insurance policy in an amount of not less than $3 5,000,000. Such policy may be a joint liability policy covering the Fund as well as other Funds advised by the Advisers or their affiliates, having an aggregate limit of liability of not less than $10,000,000. 2.10. The Company represents and warrants that all of its directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Fund are covered by a blanket fidelity bond or similar coverage, in an amount not less $5 million. The aforesaid includes coverage for larceny and embezzlement is issued by a reputable bonding company. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, and agrees to notify the Fund and the Underwriter in the event that such coverage no longer applies. ARTICLE III.

Representations and Warranties 2. 1. The Company represents and warrants that the Contracts are (a) are, or prior to issuance will be be, registered under the 1933 Act, or (b) are not registered because they are properly exempt from registration under the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under the 1933 Act. The Company further represents and warrants that the Contracts will be issued and sold in compliance in all material respects with all applicable federal securities and state laws, including securities and insurance laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and law, that it has legally and validly established each the Account prior to any issuance or sale thereof as a separate segregated asset account under applicable state law New York insurance laws, and that it (a) has registered or, prior to any issuance or sale of the Contracts, will register the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, and that it will maintain such or alternatively (b) has not registered the Account in proper reliance upon an exclusion from registration for so long as any Contracts are outstandingunder the 1940 Act. The Company will amend the registration statement under the 1933 Act for the Contracts and the registration statement under the 1940 Act for the Account from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company will shall register and qualify the Contracts for sale or interests therein as securities in accordance with the securities laws of the various states only if and to the extent deemed necessary advisable by the Company. 2.2. 2.2 The Company represents that agrees to purchase and redeem the Contracts are currently and at the time of issuance will be treated as annuity contracts under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.3. The Company represents and warrants that it will not purchase shares of the Designated Portfolios offered by the then current prospectus and statement of additional information of the Designated Portfolios in accordance with assets derived from tax-qualified retirement plans exceptthe provisions of such current prospectus and statement of additional information, indirectly, through Contracts purchased in connection with such plansincluding the policy on trading shares. 2.4The Company shall not permit any person other than a Contract owner or his/her agent to give instructions to the Company that would require the Company to redeem or exchange shares of the Designated Portfolios. 2.3. The Fund represents and warrants that Fund shares of the Designated Portfolios Shares sold pursuant to this Agreement will shall be registered under the 1933 Act and and, duly authorized for issuance and sold in accordance compliance with applicable law state and federal securities laws. and that the Fund is and will shall remain registered under the 1940 Act for as long as such shares of the Designated Portfolios are outstandingAct. The Fund will shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares or as may otherwise be required by applicable lawshares. The Fund will shall register and qualify the shares of the Designated Portfolios for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund. 2.5. The Fund represents that each Designated Portfolio will elect to be treated as a "regulated investment company" under Subchapter M of the Internal Revenue Code and will qualify for such treatment for each taxable year and will notify the Company immediately upon having a reasonable basis for believing that a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 2.6. The Fund represents and warrants that in performing the services described in this Agreement, the Fund will comply with all applicable laws, rules and regulations. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies, objectives and restrictions) complies with the insurance laws and regulations of any state. The Fund and CSI agree that upon request they will use their best efforts to furnish the information required by state insurance laws so that the Company can obtain the authority needed to issue the Contracts in the various states. 2.7. The Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act, although it reserves the right to make such payments in the future. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1 the Fund undertakes to have its Fund Board formulate and approve any plan under Rule 12b-1 to finance distribution expenses in accordance with the 1940 Act. 2.8. The Fund represents that it is lawfully organized and validly existing under the laws of The Commonwealth of Massachusetts and that it does and will comply in all material respects with applicable provisions of the 1940 Act. 2.9. CSI represents and warrants that it will distribute the Fund shares of the Designated Portfolios in accordance with all applicable federal and state securities laws including, without limitation, the 1933 Act, the 1934 Act and the 1940 Xxx. 0.10. CSI represents and warrants that it is and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for the Fund in accordance in all material respects with any applicable state and federal securities laws. 2.11. The Fund represents and warrants that all of its trustees, officers, employees, and other individuals/entities having access to the funds and/or securities of the Fund are and continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company. CSI and the Fund's investment advisers represent and warrant that they are and continue to be at all times covered by policies similar to the aforesaid bond. The Fund and Adviser further represent and warrant that the Fund and its trustees are and at all times during the term of this Agreement will be covered by an errors and omissions insurance policy in an amount of not less than $3 million. ARTICLE III.C:\NrPortb1\WO\MTHORNTO\78044.6

Representations and Warranties 2. 1. 1 The Company represents and warrants that the Contracts are or will be registered under the 1933 Act and that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws, including laws and that each Contract owner shall be duly qualified and suitable under applicable state insurance suitability requirementslaws to purchase such Contract. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each the Account as a separate segregated asset account under applicable state law Section 508A.1 of the Iowa Code (1985) and has registered the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment asset account for the Contracts, . 2.2 The Fund represents and warrants that it will maintain such registration for so long as any Contracts are outstanding. The Company will amend the registration statement Fund shares sold pursuant to this Agreement shall be registered under the 1933 Act and duly authorized for issuance in accordance with applicable law and that the Contracts Fund is and shall remain registered under the registration statement 0000 Xxx. The Fund shall amend the Registration Statement for its shares under the 1933 Act and the 1940 Act for the Account from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable lawits shares. The Company will Fund shall register and qualify the Contracts shares for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary advisable by the CompanyFund or the Underwriter. 2.22.3 The Fund represents that it believes, in good faith, that it is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986 (hereinafter the "Code"), and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 2.4 The Company represents that it believes, in good faith, that the Contracts are currently and at the time of issuance will be treated as annuity contracts or life insurance policies, whichever is appropriate, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment and that it will notify the Fund and the Adviser Underwriter immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.3. The Company represents and warrants that it will not purchase shares of the Designated Portfolios with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans. 2.4. The Fund represents and warrants that Fund shares of the Designated Portfolios sold pursuant to this Agreement will be registered under the 1933 Act and duly authorized for issuance in accordance with applicable law and that the Fund is and will remain registered under the 1940 Act for as long as such shares of the Designated Portfolios are outstanding. The Fund will amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares or as may otherwise be required by applicable law. The Fund will register and qualify the shares of the Designated Portfolios for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund. 2.5. The Fund represents that each Designated Portfolio will elect to be treated as a "regulated investment company" under Subchapter M of the Internal Revenue Code and will qualify for such treatment for each taxable year and will notify the Company immediately upon having a reasonable basis for believing that a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 2.6. The Fund represents and warrants that in performing the services described in this Agreement, the Fund will comply with all applicable laws, rules and regulations. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies, objectives and restrictions) complies with the insurance laws and regulations of any state. The Fund and CSI agree that upon request they will use their best efforts to furnish the information required by state insurance laws so that the Company can obtain the authority needed to issue the Contracts in the various states. 2.7. The Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act, although it reserves the right to make such payments in the future. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1 the Fund undertakes to have its Fund Board formulate and approve any plan under Rule 12b-1 to finance distribution expenses in accordance with the 1940 Act. 2.8. The Fund represents that it is lawfully organized and validly existing under the laws of The Commonwealth of Massachusetts and that it does and will comply in all material respects with applicable provisions of the 1940 Act. 2.9. CSI represents and warrants that it will distribute the Fund shares of the Designated Portfolios in accordance with all applicable federal and state securities laws including, without limitation, the 1933 Act, the 1934 Act and the 1940 Xxx. 0.10. CSI represents and warrants that it is and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for the Fund in accordance in all material respects with any applicable state and federal securities laws. 2.11. The Fund represents and warrants that all of its trustees, officers, employees, and other individuals/entities having access to the funds and/or securities of the Fund are and continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company. CSI and the Fund's investment advisers represent and warrant that they are and continue to be at all times covered by policies similar to the aforesaid bond. The Fund and Adviser further represent and warrant that the Fund and its trustees are and at all times during the term of this Agreement will be covered by an errors and omissions insurance policy in an amount of not less than $3 million. ARTICLE III.

Representations and Warranties 2. 1. The Company represents and warrants that the Contracts are or will be registered under the 1933 Act and that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws, including laws and that each Contract owner shall be duly qualified and suitable under applicable state insurance suitability requirementslaws to purchase such Contract. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each the Account as a separate segregated asset account under applicable state law Section 508A.1 of the Iowa Code (1985) and has registered the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment asset account for the Contracts, and that it will maintain such registration for so long as any Contracts are outstanding. The Company will amend the registration statement under the 1933 Act for the Contracts and the registration statement under the 1940 Act for the Account from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company will register and qualify the Contracts for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company. 2.2. The Company represents that the Contracts are currently and at the time of issuance will be treated as annuity contracts under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.3. The Company represents and warrants that it will not purchase shares of the Designated Portfolios with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans. 2.4. The Fund represents and warrants that Fund shares of the Designated Portfolios sold pursuant to this Agreement will shall be registered under the 1933 Act and duly authorized for issuance in accordance with applicable law and that the Fund is and will shall remain registered under the 1940 Act for as long as such shares of the Designated Portfolios are outstanding0000 Xxx. The Fund will shall amend the registration statement Registration Statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares or as may otherwise be required by applicable lawshares. The Fund will shall register and qualify the shares of the Designated Portfolios for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the FundFund or the Underwriter. 2.52.3. The Fund represents that each Designated Portfolio will elect to be treated it believes, in good faith, that it is currently qualified as a "regulated investment company" Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986 (hereinafter the "Code"), and that it will qualify for make every effort to maintain such treatment for each taxable year qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that a Designated Portfolio it has ceased to so qualify or that it might not so qualify in the future. 2.62.4. The Fund Company represents that it believes, in good faith, that the Contracts are currently treated as annuity contracts or life insurance policies, whichever is appropriate, under applicable provisions of the Code, and warrants that in performing the services described in this Agreement, it will make every effort to maintain such treatment and that it will notify the Fund will comply with all applicable laws, rules and regulations. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies, objectives and restrictions) complies with the insurance laws and regulations of any state. The Fund and CSI agree that Underwriter immediately upon request they will use their best efforts to furnish the information required by state insurance laws so that the Company can obtain the authority needed to issue having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the various statesfuture. 2.72.5. The Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 ActAct or otherwise, although it reserves the right to may make such payments in the future. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1 the Fund undertakes to have its Fund Board formulate and approve any plan under Rule 12b-1 to finance distribution expenses in accordance with the 1940 Act. 2.8. The Fund represents that it is lawfully organized and validly existing under the laws of The Commonwealth of Massachusetts and that it does and will comply in all material respects with applicable provisions of the 1940 Act. 2.9. CSI represents and warrants that it will distribute the Fund shares of the Designated Portfolios in accordance with all applicable federal and state securities laws including, without limitation, the 1933 Act, the 1934 Act and the 1940 Xxx. 0.10. CSI represents and warrants that it is and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for the Fund in accordance in all material respects with any applicable state and federal securities laws. 2.11. The Fund represents and warrants that all of its trustees, officers, employees, and other individuals/entities having access to the funds and/or securities of the Fund are and continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company. CSI and the Fund's investment advisers represent and warrant that they are and continue to be at all times covered by policies similar to the aforesaid bond. The Fund and Adviser further represent and warrant that the Fund and its trustees are and at all times during the term of this Agreement will be covered by an errors and omissions insurance policy in an amount of not less than $3 million. ARTICLE III.to

Representations and Warranties 2. 1. The Company represents and warrants that interests in the Account funding the Contracts are or will be registered under the 1933 Act and that the Contracts will be issued and sold in compliance with all applicable federal and state laws, including state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each the Account as a separate segregated asset account under applicable state law and has registered the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account accounts for the Contracts, and that it will maintain such registration for so long as any Contracts are outstanding. The Company will shall amend the registration statement under the 1933 Act for the Contracts interests in the Account and the registration statement under the 1940 Act for the Account from time to time as required in order to effect affect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company will shall register and qualify the Contracts for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company. 2.2. The Subject to Section 2.4 and Article VI, the Company represents and warrants that the Contracts are currently and at the time of issuance will be treated as variable annuity contracts or life insurance contracts, as the case may be, under applicable provisions of the Internal Revenue Code, Code and that it will make every effort to maintain such treatment and that it will notify the Fund and the Adviser Underwriter immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.3. The Company represents Fund and warrants that it will not purchase shares of the Designated Portfolios with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans. 2.4. The Fund Underwriter each represents and warrants that Fund shares of the Designated Portfolios sold pursuant to this Agreement will shall be registered under the 1933 Act and duly authorized for issuance in accordance with applicable law and that the Fund is and will shall remain registered under the 1940 Act for as long as such the Fund shares of the Designated Portfolios are outstandingsold. The Fund will shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares or as may otherwise be required by applicable lawshares. The Fund will shall register and qualify the shares of the Designated Portfolios for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the FundFund or the Underwriter. 2.5. 2.4 The Fund and the Underwriter each represents and warrants that each Designated Portfolio will elect to be treated is currently qualified as a "regulated investment company" Regulated Investment Company under Subchapter M of the Internal Revenue Code Code, and that it will qualify for maintain such treatment for each taxable year qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that a Designated Portfolio it has ceased to so qualify or that it might not so qualify in the future. 2.6In the event that a Portfolio fails to so qualify, the Company shall have the right to terminate this arrangement in accordance with Section 10.1 (b), which right shall be in addition to any other rights that the Company has. 2.5. The Fund and the Underwriter each represents and warrants that in performing the services described in this Agreementeach Portfolio's investment objectives, the Fund policies and restrictions comply and will continue to comply with all applicable laws, rules state and regulationsfederal investment laws as they may apply to the Fund. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies, objectives and restrictions) complies with the insurance laws and regulations of any state. The Company alone shall be responsible for informing the Fund and CSI agree that upon request they will use their best efforts to furnish the information required of any insurance restrictions imposed by state insurance laws so which are applicable to the Portfolio. The Fund and the Underwriter will use reasonable efforts to comply with the state insurance laws that apply to them as a result of the availability of the Portfolio to contract owners pursuant to this Agreement, provided that the Company can obtain shall inform them in writing of any such state insurance laws. To the authority needed extent feasible and consistent with market conditions, the Portfolio will adjust investments practices to issue comply with the Contracts aforementioned state insurance laws upon written notice from the Company of such requirements and proposed adjustments, it being agreed and understood that in any such case the various statesFund shall be allowed a reasonable period of time under the circumstances after receipt of such notice to make any such adjustment. 2.72.6. The Fund represents and warrants that it currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 ActAct or otherwise, although it reserves the right to may make such payments in the future. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1 12b-1, the Fund undertakes to have its Fund Board of Trustees, a majority of whom are not interested persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses expenses. 2.7. The Underwriter represents and warrants that it is a member in good standing of the NASD and is registered as a broker-dealer with the SEC. The Underwriter further represents and warrants that it will sell and distribute the Fund shares in accordance with all applicable federal and state securities laws, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act. 2.82.0. The Xxx Xund represents and warrants that the Fund represents that it is lawfully organized and is and will continue to be validly existing under the laws of The Commonwealth of Massachusetts and that it does and will comply in with all material respects with applicable provisions of the 1940 Act. 2.9. CSI represents and warrants that it will distribute the Fund shares of the Designated Portfolios in accordance with all applicable federal and state securities laws including, without limitation, the 1933 Act, the 1934 Act and the 1940 Xxx. 0.10. CSI represents and warrants that it is and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for the Fund in accordance in all material respects with any applicable state and federal securities laws. 2.11. The Fund represents and warrants Underwriter each represent and warrant that all of its trusteestheir directors, officers, employees, investment advisers, and other individuals/entities having access to the funds and/or securities of the Fund are and will continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond Bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company. CSI and the Fund's investment advisers represent and warrant that they are and continue to be at all times covered by policies similar to the aforesaid bond. The Fund and Adviser further represent Underwriter each agree to notify the Company promptly in the event that such coverage is no longer in force. 2.10. The Company represents and warrant warrants that all of its directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Fund and its trustees are and at all times during the term of this Agreement will be covered by an errors a blanket fidelity bond or similar coverage. The Company further represents and omissions insurance policy warrants that said fidelity bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company in an amount of not less than $3 5 million. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, and agrees to notify the Fund and the Underwriter in the event that such coverage no longer applies. ARTICLE III.

Representations and Warranties 2. 1. 1 The Company represents and warrants that the Contracts are or will be registered under the 1933 Act and Act; that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws, including and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each the Account prior to any issuance or sale thereof as a separate segregated asset account under applicable state law the Massachusetts insurance laws and has registered or, prior to any issuance or sale of the Contracts, will register the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, and that it will maintain such registration for so long as any Contracts are outstanding. The Company will amend the registration statement under the 1933 Act for the Contracts and the registration statement under the 1940 Act for the Account from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company will register and qualify the Contracts for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company. 2.2. The Company represents that the Contracts are currently and at the time of issuance will be treated as annuity contracts under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.3. The Company represents and warrants that it will not purchase shares of the Designated Portfolios with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans. 2.4. 2.2 The Fund represents and warrants that Fund shares of the Designated Portfolios sold pursuant to this Agreement will shall be registered under the 1933 Act and Act, duly authorized for issuance and sold in accordance compliance with the laws of the State of Massachusetts and all applicable law federal and state securities laws and that the Fund is and will shall remain registered under the 1940 Act for as long as such shares of the Designated Portfolios are outstanding0000 Xxx. The Fund will shall amend the registration statement Registration Statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares or as may otherwise be required by applicable lawshares. The Fund will shall register and qualify the shares of the Designated Portfolios for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the FundFund or the Underwriter. 2.5. The Fund represents that each Designated Portfolio will elect to be treated as a "regulated investment company" under Subchapter M of the Internal Revenue Code and will qualify for such treatment for each taxable year and will notify the Company immediately upon having a reasonable basis for believing that a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 2.6. The Fund represents and warrants that in performing the services described in this Agreement, the Fund will comply with all applicable laws, rules and regulations. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies, objectives and restrictions) complies with the insurance laws and regulations of any state. The Fund and CSI agree that upon request they will use their best efforts to furnish the information required by state insurance laws so that the Company can obtain the authority needed to issue the Contracts in the various states. 2.7. 2.3 The Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act, although it reserves the right to may make such payments in the future. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1 12b-1, the Fund undertakes will undertake to have its Fund Board the Board, a majority of whom are not interested persons of the Fund, formulate and approve any plan under pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses in accordance expenses. 2.4 The Fund makes no representations as to whether any aspect of its operations, including but not limited to, investment policies, fees and expenses, complies with the 1940 Actinsurance and other applicable laws of the various states, except that the Fund represents that the Fund's investment policies, fees and expenses are and shall at all times remain in compliance with the laws of the State of Massachusetts to the extent required to perform this Agreement. 2.8. 2.5 The Fund represents that it is lawfully organized and validly existing under the laws of The Commonwealth the State of Massachusetts Maryland and that it does and will comply in all material respects with applicable provisions of the 1940 Act. 2.9. CSI represents and warrants that it will distribute the Fund shares of the Designated Portfolios in accordance with all applicable federal and state securities laws including, without limitation, the 1933 Act, the 1934 Act and the 1940 Xxx. 0.10. CSI 2.6 The Underwriter represents and warrants that it is a member in good standing of the NASD and is registered as a broker-dealer with the SEC. The Underwriter further represents that it will sell and distribute the Fund shares in accordance with the laws of the State of Massachusetts and any applicable state and federal securities laws. 2.7 The Underwriter represents and warrants that the Adviser is and shall remain duly registered under all applicable federal and state securities laws and that it will the Adviser shall perform its obligations for the Fund in accordance in all material respects with any applicable state and federal securities laws. 2.11. The Fund represents and warrants that all of its trustees, officers, employees, and other individuals/entities having access to the funds and/or securities of the Fund are and continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company. CSI and the Fund's investment advisers represent and warrant that they are and continue to be at all times covered by policies similar to the aforesaid bond. The Fund and Adviser further represent and warrant that the Fund and its trustees are and at all times during the term of this Agreement will be covered by an errors and omissions insurance policy in an amount of not less than $3 million. ARTICLE III.the

Representations and Warranties 2. 1.1. The Company represents and warrants that the Contracts are or will be registered under the 1933 Act and Act; that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws, including laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Account prior to any issuance or sale thereof as a separate segregated asset account under applicable state law Section 4240 of The New York Insurance Law and has registered or, prior to any issuance or sale of the Contracts, will register each Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, and that it will maintain such registration for so long as any Contracts are outstanding. The Company will amend the registration statement under the 1933 Act for the Contracts and the registration statement under the 1940 Act for the Account from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company will register and qualify the Contracts for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company. 2.2. The Company represents that the Contracts are currently and at the time of issuance will be treated as annuity contracts under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.3. The Company represents and warrants that it will not purchase shares of the Designated Portfolios with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans. 2.4. The Fund represents and warrants that Fund shares of the Designated Portfolios sold pursuant to this Agreement will shall be registered under the 1933 Act and Act, duly authorized for issuance and sold in accordance compliance with the laws of the State of Maryland and all applicable law federal and state securities laws and that the Fund is and will shall remain registered under the 1940 Act for as long as such shares of the Designated Portfolios are outstandingAcx. The Xxx Fund will shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares or as may otherwise be required by applicable lawshares. The Fund will shall register and qualify the shares of the Designated Portfolios for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund. 2.5. 2.3 The Fund represents and warrants that each Designated Portfolio invested in by the Company will elect to be treated as a "regulated investment company" under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and will qualify for such treatment for each taxable year and will notify the Company immediately upon having a reasonable basis for believing that a Designated Portfolio it has ceased to so qualify or that it might not so qualify in the future. 2.62.4. The Company represents that the Contracts are currently treated as life insurance policies or annuity contracts, under applicable provisions of the Code and that it will make every effort to maintain such treatment and that it will notify the Fund immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.5.. The Fund represents and warrants that in performing to the services described in this Agreementextent that it decides to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act, the Fund will comply with all applicable lawsundertakes to have a board of directors, rules a majority of whom are not interested persons of the Fund, formulate and regulationsapprove any plan under Rule 12b-1 to finance distribution expenses. 2.6. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies, objectives and restrictions) complies with the insurance laws and or regulations of any state. The Fund and CSI agree that upon request they will use their best efforts to furnish the information required by state insurance laws so various states except that the Company can obtain Fund represents that the authority needed Fund's investment policies, fees and expenses are and shall at all times remain in compliance with the laws of the State of Maryland and the Fund represents that their respective operations are and shall at all times remain in material compliance with the laws of the State of Maryland to issue the Contracts in the various statesextent required to perform this Agreement. 2.7. The Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act, although it reserves the right to make such payments in the future. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1 the Fund undertakes to have its Fund Board formulate and approve any plan under Rule 12b-1 to finance distribution expenses in accordance with the 1940 Act. 2.8. The Fund represents that it is lawfully organized and validly existing under the laws of The Commonwealth the State of Massachusetts Maryland and that it does and will comply in all material respects with applicable provisions of the 1940 Act. 2.92.8. CSI represents and warrants that it will distribute the Fund shares of the Designated Portfolios in accordance with all applicable federal and state securities laws including, without limitation, the 1933 Act, the 1934 Act and the 1940 Xxx. 0.10. CSI Each Adviser represents and warrants that it is and will shall remain duly registered in all material respects under all applicable federal and state securities laws and that it will perform its obligations for the Fund in accordance compliance in all material respects with the laws of its state of domicile and any applicable state and federal securities laws. 2.112.9. The Fund represents and warrants that all of its trusteesdirectors, officers, employees, and other individuals/entities having access to dealing with the funds money and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid blanket fidelity bond includes shall include coverage for larceny and embezzlement and is shall be issued by a reputable bonding company. CSI and the Fund's investment advisers represent and warrant that they are and continue to be at all times covered by policies similar to the aforesaid bond. The Fund and each Adviser further represent and warrant that the Fund and its trustees directors are and at all times during the term of this Agreement will be covered by an errors and omissions insurance policy in an amount of not less than $3 5,000,000. Such policy may be a joint liability policy covering the Fund as well as other Funds advised by the Advisers or their affiliates, having an aggregate limit of liability of not less than $10,000,000. 2.10. The Company represents and warrants that all of its directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Fund are covered by a blanket fidelity bond or similar coverage, in an amount not less $5 million. The aforesaid includes coverage for larceny and embezzlement is issued by a reputable bonding company. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, and agrees to notify the Fund and the Underwriter in the event that such coverage no longer applies. ARTICLE III.

Representations and Warranties 2. 1. The Company represents and warrants that interests in the Account funding the Contracts are or will be registered under the 1933 Act and that the Contracts will be issued and sold in compliance with all applicable federal and state laws, including state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each the Account as a separate segregated asset account under applicable state law and has registered the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account accounts for the Contracts, and that it will maintain such registration for so long as any Contracts are outstanding. The Company will shall amend the registration statement under the 1933 Act for the Contracts interests in the Account and the registration statement under the 1940 Act for the Account from time to time as required in order to effect affect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company will shall register and qualify the Contracts for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company. 2.2. The Subject to Section 2.4 and Article VI, the Company represents and warrants that the Contracts are currently and at the time of issuance will be treated as variable annuity contracts or life insurance contracts, as the case may be, under applicable provisions of the Internal Revenue Code, Code and that it will make every effort to maintain such treatment and that it will notify the Fund and the Adviser Underwriter immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.3. The Company represents Fund and warrants that it will not purchase shares of the Designated Portfolios with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans. 2.4. The Fund Underwriter each represents and warrants that Fund shares of the Designated Portfolios sold pursuant to this Agreement will shall be registered under the 1933 Act and duly authorized for issuance in accordance with applicable law and that the Fund is and will shall remain registered under the 1940 Act for as long as such the Fund shares of the Designated Portfolios are outstandingsold. The Fund will shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares or as may otherwise be required by applicable lawshares. The Fund will shall register and qualify the shares of the Designated Portfolios for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the FundFund or the Underwriter. 2.5. 2.4 The Fund and the Underwriter each represents and warrants that each Designated Portfolio will elect to be treated is currently qualified as a "regulated investment company" Regulated Investment Company under Subchapter M of the Internal Revenue Code Code, and that it will qualify for maintain such treatment for each taxable year qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that a Designated Portfolio it has ceased to so qualify or that it might not so qualify in the future. 2.6In the event that a Portfolio fails to so qualify, the Company shall have the right to terminate this arrangement in accordance with Section 10.1 (b), which right shall be in addition to any other rights that the Company has. 2.5. The Fund and the Underwriter each represents and warrants that in performing the services described in this Agreementeach Portfolio's investment objectives, the Fund policies and restrictions comply and will continue to comply with all applicable laws, rules state and regulationsfederal investment laws as they may apply to the Fund. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies, objectives and restrictions) complies with the insurance laws and regulations of any state. The Company alone shall be responsible for informing the Fund and CSI agree that upon request they will use their best efforts to furnish the information required of any insurance restrictions imposed by state insurance laws so which are applicable to the Portfolio. The Fund and the Underwriter will use reasonable efforts to comply with the state insurance laws that apply to them as a result of the availability of the Portfolio to contract owners pursuant to this Agreement, provided that the Company can obtain shall inform them in writing of any such state insurance laws. To the authority needed extent feasible and consistent with market conditions, the Portfolio will adjust investments practices to issue comply with the Contracts aforementioned state insurance laws upon written notice from the Company of such requirements and proposed adjustments, it being agreed and understood that in any such case the various statesFund shall be allowed a reasonable period of time under the circumstances after receipt of such notice to make any such adjustment. 2.72.6. The Fund represents and warrants that it currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 ActAct or otherwise, although it reserves the right to may make such payments in the future. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1 12b-1, the Fund undertakes to have its Fund Board of Trustees, a majority of whom are not interested persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses expenses. 2.7. The Underwriter represents and warrants that it is a member in good standing of the NASD and is registered as a broker-dealer with the SEC. The Underwriter further represents and warrants that it will sell and distribute the Fund shares in accordance with all applicable federal and state securities laws, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act. 2.82.0. The Xxx Fund represents and warrants that it the Fund is lawfully organized and is and will continue to be validly existing under the laws of The Commonwealth of Massachusetts and that it does and will comply in with all material respects with applicable provisions of the 1940 Act. 2.9. CSI represents and warrants that it will distribute the Fund shares of the Designated Portfolios in accordance with all applicable federal and state securities laws including, without limitation, the 1933 Act, the 1934 Act and the 1940 Xxx. 0.10. CSI represents and warrants that it is and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for the Fund in accordance in all material respects with any applicable state and federal securities laws. 2.11. The Fund represents and warrants Underwriter each represent and warrant that all of its trusteestheir directors, officers, employees, investment advisers, and other individuals/entities having access to the funds and/or securities of the Fund are and will continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond Bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company. CSI and the Fund's investment advisers represent and warrant that they are and continue to be at all times covered by policies similar to the aforesaid bond. The Fund and Adviser further represent Underwriter each agree to notify the Company promptly in the event that such coverage is no longer in force. 2.10. The Company represents and warrant warrants that all of its directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Fund and its trustees are and at all times during the term of this Agreement will be covered by an errors a blanket fidelity bond or similar coverage. The Company further represents and omissions insurance policy warrants that said fidelity bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company in an amount of not less than $3 5 million. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, and agrees to notify the Fund and the Underwriter in the event that such coverage no longer applies. ARTICLE III.

Representations and Warranties 2. 1. The Company represents and warrants that the Contracts are or will be registered under the 1933 Act and that the Contracts will be issued and sold in compliance with all applicable federal and state laws, including state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Account as a separate segregated asset account under applicable state law and has registered the each Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account accounts for the Contracts, and that it will maintain such registration for so long as any Contracts are outstanding. The Company will shall amend the registration statement under the 1933 Act for the Contracts and the registration statement under the 1940 Act for the Account from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company will shall register and qualify the Contracts for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company. 2.2. The Company represents that it believes that the Contracts are currently and at the time of issuance will be treated as annuity contracts under applicable provisions of the Internal Revenue Code, Code and that it will make every effort to maintain such treatment and that it will notify the Fund and the Adviser Underwriter immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.3. The Company represents and warrants that it will not purchase shares of the Designated Portfolios with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans. 2.4. The Fund represents and warrants that Fund shares of the Designated Portfolios sold pursuant to this Agreement will shall be registered under the 1933 Act and duly authorized for issuance in accordance with applicable law and that the Fund is and will shall remain registered under the 1940 Act for as long as such the Fund shares of the Designated Portfolios are outstandingsold. The Fund will shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares or as may otherwise be required by applicable lawshares. The Fund will shall register and qualify the shares of the Designated Portfolios for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the FundFund or the Underwriter. 2.52.4. The Fund represents that each Designated Portfolio will elect to be treated it is currently qualified as a "regulated investment company" Regulated Investment Company under Subchapter M of the Internal Revenue Code Code, and that it will qualify for make every effort to maintain such treatment for each taxable year qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that a Designated Portfolio it has ceased to so qualify or that it might not so qualify in the future. 2.62.5. The Fund represents that its investment objectives, policies and warrants that in performing the services described in this Agreement, the Fund will restrictions comply with all applicable laws, rules and regulationsstate investment laws as they may apply to the Fund. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies, objectives and restrictions) complies with the insurance laws and regulations of any state. The Company alone shall be responsible for informing the Fund and CSI agree that upon request they will use their best efforts to furnish the information required of any insurance restrictions imposed by state insurance laws so that which are applicable to the Fund. To the extent feasible and consistent with market conditions, the Fund will adjust its investments to comply with the aforementioned state insurance laws upon written notice from the Company can obtain of such requirements and proposed adjustments, it being agreed and understood that in any such case the authority needed Fund shall be allowed a reasonable period of time under the circumstances after receipt of such notice to issue the Contracts in the various statesmake any such adjustment. 2.72.6. The Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 ActAct or otherwise, although it reserves the right to may make such payments in the future. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1 12b-1, the Fund undertakes to have its Fund Board of Trustees, a majority of whom are not interested persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses expenses. 2.7. The Underwriter represents and warrants that it is a member in good standing of the National Association of Securities Dealers, Inc., ("NASD") and is registered as a broker-dealer with the SEC. The Underwriter further represents that it will sell and distribute the Fund shares in accordance with all applicable federal and state securities laws, including without limitation the 1940 1933 Act, the 1934 Act, and the 0000 Xxx. 2.8. The Fund represents that it is lawfully organized and validly existing under the laws of The Commonwealth of Massachusetts and that it does and will comply in all material respects with applicable provisions of the 1940 Act0000 Xxx. 2.9. CSI The Underwriter represents and warrants that it will distribute the Fund shares of the Designated Portfolios in accordance with all applicable federal and state securities laws includingFund's Adviser, without limitationOpCap Advisors, the 1933 Act, the 1934 Act and the 1940 Xxx. 0.10. CSI represents and warrants that it is and will shall remain duly registered under all applicable federal and state securities laws and that it the Adviser will perform its obligations for to the Fund in accordance in all material respects with the laws of Massachusetts and any applicable state and federal securities laws. 2.112.10. The Fund represents and warrants Underwriter represent and warrant that all of its trusteestheir directors, officers, employees, investment advisers, and other individuals/entities having access to the funds and/or securities of the Fund are and continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond Bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company. CSI 2.11. The Company represents and warrants that all of its directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Fund are covered by a blanket fidelity bond or similar coverage for the benefit of the Fund's investment advisers represent and warrant that they are and continue to be at all times covered by policies similar to the aforesaid bond. The Fund and Adviser further represent and warrant that the Fund and its trustees are and at all times during the term of this Agreement will be covered by an errors and omissions insurance policy , in an amount of not less than $3 5 million. ARTICLE IIIThe aforesaid includes coverage for larceny and embezzlement and is issued by a reputable bonding company. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, and agrees to notify the Fund and the Underwriter in the event that such coverage no longer applies.

Representations and Warranties 2. 1. The Company represents and warrants that the Contracts are or will be registered under the Securities Act of 1933 Act (the "1933 Act"), or are exempt from registration thereunder, and that the Contracts will be issued and sold in compliance with all applicable federal and state laws, including state insurance suitability requirements. The Company further represents and warrants that that: (i) it is an insurance company duly organized and in good standing under applicable law and that law; (ii) it has legally and validly established each Separate Account as a separate account under applicable state law and has Section 38a-433 of the General Statutes of Connecticut; (iii) each Separate Account is or will be registered the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, or is excluded from registration thereunder, and that will comply in all material respects with the provisions of the 1940 Act, to the extent applicable; and (iv) it will maintain such registration for so long as any Contracts are outstanding. The Company will amend the each registration statement under the 1933 Act for the Contracts and the registration statement under the 1940 Act for the Account Separate Accounts from time to time as required under applicable law in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company will register and qualify the Contracts for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Companyas applicable. 2.2. The Subject to the Fund's representations in Article III, the Company represents and warrants that the Contracts are currently and at the time of issuance all times will be treated as annuity contracts and/or life insurance policies (as applicable) under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment and that it will notify the Fund and the Adviser Distributor immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.3. The Company represents and warrants that it will not purchase shares of the Designated Portfolios Portfolio(s) with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans. 2.4. The Fund represents and warrants that Fund shares of the Designated Portfolios Portfolio(s) sold pursuant to this Agreement will be registered under the 1933 Act and duly authorized for issuance in accordance with applicable law and that the Fund is and will remain registered as an open-end, management investment company under the 1940 Act for as long as such shares of the Designated Portfolios Portfolio(s) are outstandingsold. The Fund will amend the registration statement for its shares under the 1933 Act and itself under the 1940 Act from time to time as required under applicable law in order to effect the continuous offering of its shares or as may otherwise be required by applicable law. The Fund will register and qualify the shares of the Designated Portfolios for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fundshares. 2.5. The Fund represents that each Designated Portfolio it will elect use its best efforts to be treated comply with any applicable state insurance laws or regulations as a "regulated they may apply to the investment company" under Subchapter M objectives, policies and restrictions of the Internal Revenue Code and Funds, to the extent specifically requested in writing by the Company. If the Fund cannot reasonably comply with such state insurance laws or regulations, it will qualify for such treatment for each taxable year and will so notify the Company immediately upon having a reasonable basis for believing that a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future. 2.6. The Fund represents and warrants that in performing the services described in this Agreement, the Fund will comply with all applicable laws, rules and regulationswriting. The Fund makes no other representation as to whether any aspect of its operations (including, but not limited to, fees and expenses expenses, and investment policies, objectives and restrictions) complies with the insurance laws and or regulations of any state. The Fund and CSI agree Company represents that upon request they it will use their its best efforts to notify the Fund of any restrictions imposed by state insurance laws that may become applicable to the Fund as a result of the Separate Accounts' investments therein. The Fund and the Adviser agree that they will furnish the information reasonably required by state insurance laws so that to assist the Company can obtain in obtaining the authority needed to issue the Contracts in the various states. 2.72.6. The Fund currently does not intend represents and warrants that, to make any payments the extent that it decides to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act, although it reserves the right to make such payments in the future. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1 the Fund undertakes to have its Fund Board the Directors, a majority of whom are not "interested" persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses in accordance with expenses. The Fund hereby notifies the 1940 ActCompany that a plan under Rule 12b-1 has been adopted and approved by the Directors of the Fund, and that the shares of the Designated Portfolio(s) sold by the Fund are sold subject to such plan under Rule 12b-1. 2.8. 2.7. The Fund represents that it is lawfully organized and validly existing under the laws of The Commonwealth the State of Massachusetts Maryland and that it does and will comply in all material respects with applicable provisions of the 1940 Act. 2.9. CSI represents and warrants that it will distribute the Fund shares of the Designated Portfolios in accordance with all applicable federal and state securities laws including, without limitation, the 1933 Act, the 1934 Act and the 1940 0000 Xxx. 0.10. CSI represents and warrants that it is and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for the Fund in accordance in all material respects with any applicable state and federal securities laws. 2.112.8. The Fund represents and warrants that all of its trusteesdirectors, officers, employees, investment advisers, and other individuals/entities having access to the funds and/or securities of the Fund are and continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) 17g-1 of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company. CSI 2.9. The Company represents and warrants that all of its directors, officers, employees, and other individuals/entities employed by the Fund's investment advisers represent and warrant that they Company dealing with the money and/or securities of the Separate Accounts are and continue to be at all times covered by policies a blanket fidelity bond or similar to the aforesaid bond. The Fund and Adviser further represent and warrant that the Fund and its trustees are and at all times during the term of this Agreement will be covered by an errors and omissions insurance policy coverage in an amount of not less than $3 5 million. ARTICLE IIIThe aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company. The Company agrees to hold for the benefit of the Fund and to pay to the Fund any amounts lost from larceny, embezzlement or other events covered by the aforesaid bond to the extent such amounts derive from activities described in this Agreement. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, and agrees to notify the Fund in the event that such coverage no longer applies. 2.10. The Adviser represents and warrants that: (i) it is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and will remain duly registered under all applicable federal and state securities laws; and (ii) it will perform its obligations for the Fund in accordance in all material respects with the laws of the State of Delaware and any applicable state and federal securities laws. 2.11. The Distributor represents and warrants that it: (i) is registered as a broker-dealer under the Securities and Exchange Act of 1934, as amended (the "1934 Act") and will remain duly registered under all applicable federal and state securities laws; (ii) is a member in good standing of the National Association of Securities Dealers, Inc. ("NASD"); (iii) serves as principal underwriter/distributor of the Fund; and (iv) will perform its obligations for the Fund in accordance in all material respects with the laws of the State of Delaware and any applicable state and federal securities laws.