Common use of Tax Laws Clause in Contracts

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser and the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M of the Code and will make every effort to continue to qualify and to maintain such qualification (under Subchapter M or any successor or similar provision), and that they will notify the company immediately upon having a reasonable basis for believing that the Fund has ceased to so qualify or that it might not so qualify in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("“RIC"”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"”), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio’s compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "“segregated asset account" ” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "“variable contract," ” within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies contracts under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity [annuity] contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts Trust represents that it shall make every effort to qualify and to maintain qualification of each Portfolio Fund as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser Trust or Distributor will the Underwriter shall notify Insurer the Company immediately upon having a reasonable basis for believing that a Portfolio Fund has ceased to so qualify or that it might not so qualify in the future. (b) Insurer The Company represents that it believes, in good faith, that the Contracts and Policies will be treated treated, respectively, as annuity contracts or and life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will The Company shall notify the Fund Trust and Distributor the Underwriter immediately upon having a reasonable basis for believing that any of the Contracts or Policies have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Trust represents that it shall make every effort to comply and to maintain each Fund's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they will the Trust or the Underwriter shall notify the company Company immediately upon having a reasonable basis for believing that the a Fund has ceased to so qualify comply or that it a Fund might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer The Company represents that it believes, in good faith, that the Separate each Account is a "segregated asset account" and that interests in the Separate each Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will The Company shall make every effort to continue to meet such definitional requirements, and it will shall notify the Fund Trust and Distributor the Underwriter immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage Trust represents that, under the Fund terms of its investment advisory agreement with the Underwriter, which also serves as the investment adviser to the Trust, the Underwriter is and shall be responsible for managing the Trust in compliance with the Trust's investment objectives, policies and restrictions as set forth in the Prospectus. The Trust represents that these objectives, policies and restrictions do and shall include operating as (i) a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be (ii) in compliance with Section 817(h) of the Code and regulations thereunder. The Fund Trust has adopted and will shall maintain procedures for ensuring that the Fund Trust is managed in compliance with Subchapter M and Section 817(h) of the Code and the regulations thereunder. On request, the Trust shall also provide the Company with such materials, cooperation and assistance as may be reasonably necessary for the Company or any person designated by the Company to review from time to time the procedures and practices of the Underwriter, or any other provider of services to the Trust for ensuring that the Trust is managed in compliance with Subchapter M and Section 817(h) of the Code and the regulations thereunder. (f) Should The Trust shall furnish to the Distributor or Adviser become aware Company on a regular basis reports of all of the investments of each Fund in a failure of Fund, or any of its Portfolios, form sufficient to be permit the Company to determine whether each Fund is in compliance with Subchapter M the diversification requirements of Section 817(h) of the Code and the regulations thereunder and shall take immediate action, on learning through its own monitoring, or on advice from the Company, that any Fund is not in compliance with such requirements, to return to compliance with such requirements. (g) If any Fund is found not to comply with the diversification requirements at the end of a calendar quarter and the 30-day grace period allowed under the Code regulations, the Trust shall take all appropriate efforts immediately to restore any such Fund to compliance and shall fully cooperate with the Company in any effort to correct such diversification failure under procedures now or hereafter established by the Internal Revenue Service, including those set forth in Revenue Procedure 92-25. (h) Any additional income tax that is payable by a Contractowner, with any applicable interest and penalty thereon, as a result of the failure of any Fund to comply with either Subchapter M or Section 817(h) of the Code and the regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writingshall be borne by the Company. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity [annuity] contracts or life insurance policies policies, as applicable, under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance comply with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance comply with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("“RIC"”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"”), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity [annuity] contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio’s compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "“segregated asset account" ” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "“variable contract," ” within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort use its best efforts to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity [annuity] contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder.. Within 30 days after the end of each calendar quarter, the Adviser will provide Insurer with written certification of compliance with Section 817(h) of the Code and regulations thereunder for each Portfolio listed on Schedule A. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser represents and warrants that each Portfolio will use its best efforts elect to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and shall maintain such qualification, and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as life insurance or annuity contracts under sections 7702 or life insurance policies under applicable provisions 72 of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser represents and warants that it will maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and they will immediately take all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as the Portfolio to achieve such compliance within the grace period allowed afforded by regulationTreasury Regulation 1.817-5. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser represents and warrants that it will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("“RIC"”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"”), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund represents and warrants that it will comply and to maintain each Portfolio’s compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and they will immediately take all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as the Portfolio to achieve such compliance within the grace period allowed afforded by regulationTreasury Regulation 1.817-5. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "“segregated asset account" ” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "“variable contract," ” within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("“RIC"”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"”), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately promptly upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio’s compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "“segregated asset account" ” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "“variable contract," ” within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately promptly upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser represents and warrants that each Portfolio will use its best efforts elect to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and shall maintain such qualification, and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as life insurance or annuity contracts under sections 7702 or life insurance policies under applicable provisions 72 of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser represents and warrants that it will maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and they will immediately take all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as the Portfolio to achieve such compliance within the grace period allowed afforded by regulationTreasury Regulation 1.817-5. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("“RIC"”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"”), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies contracts under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser and Fund will maintain each Portfolio’s compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Fund, Distributor or Adviser and shall provide to Insurer a quarterly written diversification report which shall show the Distributor represent and warrant that results of the Fund will comply with quarterly Section 817(h) diversification test and include a certification as to whether each Portfolio complies with the Section 817(h) diversification requirement within 15 days of the Code, and all regulations issued thereunder. In the event end of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulationcalendar quarter. (d) Insurer represents that it believes, in good faith, that the each Separate Account is a "“segregated asset account" ” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "“variable contract," ” within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to the Fund be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Fund, Distributor agrees and Adviser agree that shares of the Fund Portfolios will be sold only to Participating Insurance Companies participating insurance companies and their separate accountsaccounts and to qualified pension and retirement plans. No shares of any Portfolio of the Fund will be sold to the general public. (h) Without in any way limiting the effect of Section 12.2 hereof and without in any way limiting or restricting any other remedies available to Insurer, Adviser and Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of Fund or any Portfolio to comply with Sections 4.1(c), 4.1(e) and 4.1(g) hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26( c) of the 1940 Act).

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity [annuity] contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance comply with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance comply with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies contracts under applicable provisions of the Code and that it will make every effort to maintain such treatment. treatment Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract,contact" within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify Trust represents and to maintain qualification of warrants that each Portfolio is currently qualified as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and represents that it will use its best efforts to qualify and to maintain qualification of each Portfolio as a RIC and the Trust, Adviser or Distributor will notify Insurer USAA Life immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer USAA Life represents that it believes, in good faith, that the Contracts and Policies will be treated as annuity contracts or and life insurance policies policies, respectively, under applicable provisions of the Code and that it will make every effort use its best efforts to maintain such treatment. Insurer ; USAA Life will notify the Fund Trust and Distributor immediately upon having a reasonable basis for believing that any of the Contracts or Policies have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Trust represents that it will use its best efforts to comply and to maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Trust, Adviser or Distributor will notify the company USAA Life immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer USAA Life represents that it believes, in good faith, that the Separate Account is and Life Insurance Separate Account are each a "segregated asset account" and that interests in the Separate Account and Life Insurance Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) 817 of the Code and the regulations thereunder. Insurer USAA Life will make every effort use its best efforts to continue to meet such definitional requirements, and it will notify the Fund Trust and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser represents and warrants that it will manage each Portfolio in compliance with its investment objectives, policies and restrictions as set forth in the Fund Trust Prospectus. Adviser further represents and warrants that it will manage each Portfolio as a RIC in compliance with Subchapter M and Section 817(h) of the Code and regulations thereunder. (f) The Trust represents that it has adopted and will use its best efforts to manage to be maintain procedures for ensuring that the Trust is managed in compliance with Subchapter M and Section 817(h) of the Code and regulations thereunder, and in a manner designed to avoid the imposition of excise taxes under Section 4982 of the Code or any other similar or successor provision. On request, the Trust will also provide USAA Life with such materials, cooperation and assistance as may be reasonably necessary for USAA Life or any person designated by USAA Life to review from time to time the procedures and practices of Adviser or any other provider of services to the Trust for ensuring that the Trust is managed in compliance with Subchapter M and Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring Parties hereto agree that the Fund is managed Trust shall not incur any unreasonable costs in connection with the provision of any material, cooperation or assistance to USAA Life pursuant to this paragraph. (g) Within 15 Business Days after the end of each calendar quarter, the Adviser will furnish to USAA Life a letter confirming the Trust's compliance with Subchapter M and Section 817(h) of the Code and regulations thereunderthereunder as of the end of the applicable quarter, or, in the case of the last quarter in each year, for the 12 months then ended. (fh) Should In the Distributor event of any noncompliance or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance potential noncompliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they the Trust will immediately notify Insurer take such action as is necessary or appropriate to cure any noncompliance during a grace period of 30 calendar days after the end of the calendar quarter in which such noncompliance occurred. If the Trust so cures the noncompliance, it will furnish USAA Life with a report by the last day of such grace period confirming the same. If the Trust does not so cure the noncompliance regarding its status as a RIC, the Trust will pursue those efforts necessary to enable each affected Portfolio to qualify once again for treatment as a RIC in writingcompliance with Subchapter M. If the Trust does not so cure the noncompliance regarding its status under Section 817(h), the Trust will cooperate in good faith with USAA Life's efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued by the Internal Revenue Service (or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), that the Trust satisfies Section 817(h) for the applicable period or periods. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as life insurance or annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will comply and maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as variable annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser future and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and promptly take all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the reasonable steps necessary to adequately diversify each portfolio so as Portfolio to achieve such compliance within the period allowed by regulationcompliance. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writingwriting and will promptly take all reasonable steps to achieve compliance. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser represents and warrants that it will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund represents and warrants that it will comply and to maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and they will immediately take all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as the Portfolio to achieve such compliance within the grace period allowed afforded by regulationTreasury Regulation 1.817-5. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("“RIC"”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"”), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort use its best efforts to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio’s compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "“segregated asset account" ” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "“variable contract," ” within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser Trust represents that it will use its best efforts make every effort to qualify and to maintain qualification of each Portfolio Fund as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser Trust or the Distributor will notify Insurer ANLIC immediately upon having a reasonable basis for believing that a Portfolio Fund has ceased to so qualify or that it might not so qualify in the future. (b) Insurer ANLIC represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer ; ANLIC will notify the Fund Trust and the Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser and the Distributor represent and warrant Trust represents that the Fund currently qualifies as a Regulated Investment Company under Subchapter M of the Code and it will make every effort to continue to qualify comply and to maintain such qualification (each Fund's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817- 5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Trust or the Distributor will notify the company ANLIC immediately upon having a reasonable basis for believing that the a Fund has ceased to so qualify comply or that it a Fund might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer ANLIC represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer ANLIC will make every effort to continue to meet such definitional requirements, and it will notify the Fund Trust and the Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Trust represents that, under the terms of its investment advisory agreements with WM Advisors, Inc. (the "Adviser"), the Adviser is and will manage be responsible for managing the Fund Trust in compliance with the Trust's investment objectives, policies and restrictions as set forth in the Trust Prospectus. The Trust represents that these objectives, policies and restrictions do and will include operating as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund Trust has adopted and will maintain procedures for ensuring that the Fund Trust is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. On request, the Trust shall also provide ANLIC with such materials, cooperation and assistance as may be reasonably necessary for ANLIC or any person designated by ANLIC to review from time to time the procedures and practices of the Adviser, each sub-adviser or other provider of services to the Trust for ensuring that the Trust is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should Whenever any matter (a "Matter") comes to the Distributor or Adviser become aware attention of a failure of Fund, or the Trust that causes it to believe that any of its Portfolios, to be the Funds was not a RIC in compliance with Subchapter M of the Code or and/or was not in compliance with Section 817(h) of the Code and the regulations thereunderthereunder as of the last day of a calendar quarter, they represent and agree that they will immediately notify Insurer the Trust shall furnish a report of such in writing. (g) Matter immediately to ANLIC. The Distributor agrees that shares Trust will then take such action as is necessary or appropriate to cure any noncompliance during a grace period of 30 calendar days after the end of the calendar quarter covered by the report. If the Trust does not so cure the noncompliance regarding each affected Fund's status as a RIC, the Trust will pursue those efforts necessary to enable each affected Fund to qualify once again for treatment as a RIC in compliance with Subchapter M, including cooperation in good faith with ANLIC. If the Trust does not so cure the noncompliance regarding a Fund's status under Section 817(h), the Trust will be sold only cooperate in good faith with ANLIC's efforts to Participating Insurance Companies obtain a ruling and their separate accounts. No shares of closing agreement, as provided in Revenue Procedure 92-95 issued by the Internal Revenue Service (or any Portfolio will be sold to applicable ruling or procedure subsequently issued by the general publicInternal Revenue Service), that the affected Fund satisfies Section 817(h) for the period or periods covered by the report.

Tax Laws. (a) The Adviser Trust represents that it will use its best efforts make every effort to qualify and to maintain qualification of each Portfolio Fund as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser Trust or the Distributor will notify Insurer AGL immediately upon having a reasonable basis for believing that a Portfolio Fund has ceased to so qualify or that it might not so qualify in the future. (b) Insurer AGL represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer ; AGL will notify the Fund Trust and the Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser and the Distributor represent and warrant Trust represents that the Fund currently qualifies as a Regulated Investment Company under Subchapter M of the Code and it will make every effort to continue to qualify comply and to maintain such qualification (each Fund's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1. 817- 5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Trust or the Distributor will notify the company AGL immediately upon having a reasonable basis for believing that the a Fund has ceased to so qualify comply or that it a Fund might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer AGL represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer AGL will make every effort to continue to meet such definitional requirements, and it will notify the Fund Trust and the Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. Within 10 Business Days after the end of each calendar quarter, AGL will certify in writing that such definitional requirements were met during the preceding calendar quarter. (e) The Trust represents that, under the terms of its investment advisory agreements with Composite Research & Management Co. (the "Adviser"), the Adviser is and will manage be responsible for managing the Fund Trust in compliance with the Trust's investment objectives, policies and restrictions as set forth in the Trust Prospectus. The Trust represents that these objectives, policies and restrictions do and will include operating as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund Trust has adopted and will maintain procedures for ensuring that the Fund Trust is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. On request, the Trust shall also provide AGL with such materials, cooperation and assistance as may be reasonably necessary for AGL or any person designated by AGL to review from time to time the procedures and practices of the Adviser, each sub-adviser or other provider of services to the Trust for ensuring that the Trust is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should Independent public accountants (the Distributor or Adviser become aware "Auditors") will prepare a report ("Report") for each Fund of the Trust in which the Separate Account invests, within 15 Business Days after the end of each calendar quarter, regarding whether any matter (the "Matter") has come to the attention of the Auditors that has caused the Auditors to believe that the Trust was not a failure of Fund, or any of its Portfolios, to be RIC in compliance with Subchapter M of the Code or and/or was not in compliance with Section 817(h) of the Code and the regulations thereunder, they represent and agree that they will immediately notify Insurer thereunder as of the last day of such calendar quarter. A Report of no such Matter is referred to herein as a "Non-Actionable Report," and a Report of such a Matter is referred to herein as an "Actionable Report." Each Report will be prepared by Price Waterhouse or other independent public accountants selected by the Trust. If such other independent public accountants are not also the auditors approved with respect to the Trust pursuant to Section 32(a) of the 1940 Act, such other independent public accountants must be approved by AGL, which approval shall not be unreasonably withheld. Each Report will be in writinga form and based on specified procedures and work sheets agreed upon by the Trust and AGL, such agreement not to be unreasonably withheld. (g) The Distributor agrees that shares Trust will deliver to AGL a letter confirming any Non-Actionable Report within 20 Business Days after the end of the Fund quarter to which it relates. On request, the Trust will be sold only also deliver to Participating Insurance Companies and their separate accounts. No shares AGL a copy of any Portfolio Non-Actionable Report. (h) Any Actionable Report shall be furnished immediately to AGL. In the event of an Actionable Report, the Trust will be sold take such action as is necessary or appropriate to cure any noncompliance during a grace period of 30 calendar days after the general publicend of the calendar quarter covered by the Report. If the Trust so cures the noncompliance, it will furnish AGL with a Non-Actionable Report by the last day of such grace period. If the Trust does not so cure the noncompliance regarding its status as a RIC, the Trust will pursue those efforts necessary to enable each affected Fund to qualify once again for treatment as a RIC in compliance with Subchapter M, including cooperation in good faith with AGL. If the Trust does not so cure the noncompliance regarding its status under Section 817(h), the Trust will cooperate in good faith with AGL's efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-95 issued by the Internal Revenue Service (or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), that the Trust satisfies Section 817(h) for the period or periods covered by the Actionable Report.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will comply and maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage cause the Fund to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writingwriting and will immediately take all reasonable steps to adequately diversify the Portfolio to achieve compliance. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("“RIC"”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"”), and the Adviser or Distributor will notify Insurer the Company immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer The Company represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer The Company will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio’s compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Company immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer The Company represents that it believes, in good faith, that the Separate Account is a "“segregated asset account" ” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "“variable contract," ” within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer The Company will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer the Company of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as life insurance, annuity or endowment contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder.. On a quarterly basis, not more than 30 days after quarter end, the Adviser shall provide the Insurer with a Certificate of Compliance of the Fund's compliance with Section 817(h) of the Code and the regulations thereunder, in the form of the attached Schedule A. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity [annuity] contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h8 17(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts PREMIUM FUND and DISTRIBUTOR each represent and warrant that each Fund has elected to qualify and to maintain qualification of each Portfolio be qualified as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser that each Fund will qualify and maintain its qualification as a RIC. PREMIUM FUND or Distributor DISTRIBUTOR will notify Insurer LIFE COMPANY immediately upon having a reasonable basis for believing that a Portfolio Fund has ceased to so qualify or that it might not so qualify in the future. (b) Insurer PREMIUM FUND and DISTRIBUTOR represent and warrant that each Fund of PREMIUM FUND does and will meet the diversification requirements of Section 817 (h)(1) of the Code and Treas. Reg. 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, as they may be amended from time to time (and any revenue rulings, revenue procedures, notices, and other published announcements of the Internal Revenue Service interpreting these sections), as if those requirements applied directly to each such Fund. The PREMIUM FUND shall furnish or cause to be furnished at least annually to LIFE COMPANY a statement signed by the Treasurer or Controller certifying that each Fund has continuously met the diversification requirements of Section 817(h) for the preceding year. PREMIUM FUND and DISTRIBUTOR each represent and warrant that no other life insurance companies utilizing PREMIUM FUND ("Participating Insurance Company") will purchase shares in any Fund for any purpose or under any circumstances that would preclude LIFE COMPANY from "looking through" to the investments of each Fund in which it invests, pursuant to the "look through" rules found in Treasury Regulation 1.817-5. PREMIUM FUND will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by PREMIUM FUND, it will take all reasonable steps to adequately diversify each Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) LIFE COMPANY represents that it believes, in good faith, and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance policies contracts under applicable provisions of the Code and that it will make every effort use its best efforts to maintain such treatment. Insurer status; LIFE COMPANY will notify the Fund and Distributor PREMIUM FUND immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated as such in the future. (c) The Adviser and the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M of the Code and will make every effort to continue to qualify and to maintain such qualification (under Subchapter M or any successor or similar provision), and that they will notify the company immediately upon having a reasonable basis for believing that the Fund has ceased to so qualify or that it might not so qualify in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of represents that each Portfolio is currently qualified as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the will make every effort to maintain such qualification. The Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity or variable life contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser Advisor become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts effort to qualify and to maintain qualification of each Portfolio as a regulated investment company ("“RIC"”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"”), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser and the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M of the Code and will make every effort to continue to qualify comply and to maintain such qualification (each Portfolio’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "“segregated asset account" ” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "“variable contract," ” within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts make every effort to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser Fund will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Fund, Adviser or Distributor INVESCO will notify Insurer First Fortis immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer First Fortis represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer ; First Fortis will notify the Fund and Distributor INVESCO immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or INVESCO will notify the company First Fortis immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer First Fortis represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will First Fortis, win make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor INVESCO immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. On request, the Fund shall also provide First Fortis with such materials, cooperation and assistance as may be reasonably necessary for First Fortis or any person designated by First Fortis to review from time to time the procedures and practices of Adviser or any other provider of services to the Fund for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor Fund, INVESCO, or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer First Fortis of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser Trust represents that it will use its best efforts make every effort to qualify and to maintain qualification of each Portfolio Fund as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser Trust or the Distributor will notify Insurer AGL immediately upon having a reasonable basis for believing that a Portfolio Fund has ceased to so qualify or that it might not so qualify in the future. (b) Insurer AGL represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer ; AGL will notify the Fund Trust and the Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser and the Distributor represent and warrant Trust represents that the Fund currently qualifies as a Regulated Investment Company under Subchapter M of the Code and it will make every effort to continue to qualify comply and to maintain such qualification (each Fund's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817- 5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Trust or the Distributor will notify the company AGL immediately upon having a reasonable basis for believing that the a Fund has ceased to so qualify comply or that it a Fund might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer AGL represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer AGL will make every effort to continue to meet such definitional requirements, and it will notify the Fund Trust and the Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Trust represents that, under the terms of its investment advisory agreements with WM Advisors, Inc. (the "Adviser"), the Adviser is and will manage be responsible for managing the Fund Trust in compliance with the Trust's investment objectives, policies and restrictions as set forth in the Trust Prospectus. The Trust represents that these objectives, policies and restrictions do and will include operating as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund Trust has adopted and will maintain procedures for ensuring that the Fund Trust is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. On request, the Trust shall also provide AGL with such materials, cooperation and assistance as may be reasonably necessary for AGL or any person designated by AGL to review from time to time the procedures and practices of the Adviser, each sub-adviser or other provider of services to the Trust for ensuring that the Trust is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should Whenever any matter (a "Matter") comes to the Distributor or Adviser become aware attention of a failure of Fund, or the Trust that causes it to believe that any of its Portfolios, to be Funds was not a RIC in compliance with Subchapter M of the Code or and/or was not in compliance with Section 817(h) of the Code and the regulations thereunderthereunder as of the last day of a calendar quarter, they represent and agree that they will immediately notify Insurer the Trust shall furnish a report of such in writing. (g) Matter immediately to AGL. The Distributor agrees that shares Trust will then take such action as is necessary or appropriate to cure any noncompliance during a grace period of 30 calendar days after the end of the calendar quarter covered by the report. If the Trust does not so cure the noncompliance regarding each affected Fund's status as a RIC, the Trust will pursue those efforts necessary to enable each affected Fund to qualify once again for treatment as a RIC in compliance with Subchapter M, including cooperation in good faith with AGL. If the Trust does not so cure the noncompliance regarding a Fund's status under Section 817(h), the Trust will be sold only cooperate in good faith with AGL's efforts to Participating Insurance Companies obtain a ruling and their separate accounts. No shares of closing agreement, as provided in Revenue Procedure 92-95 issued by the Internal Revenue Service (or any Portfolio will be sold to applicable ruling or procedure subsequently issued by the general publicInternal Revenue Service), that the affected Fund satisfies Section 817(h) for the period or periods covered by the Actionable Report.

Tax Laws. (a) The Adviser represents and warrants that it will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund represents and warrants that it will comply and to maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b)of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and they will immediately take all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as the Portfolio to achieve such compliance within the grace period allowed afforded by regulationTreasury Regulation 1.817-5. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity [annuity] contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a a. reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will comply and maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth In Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use Each Fund is and at all times since its best efforts to qualify and to maintain qualification of each Portfolio inception has been qualified as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and will at all times invest money from the Contracts in such a manner and take such other actions as necessary to qualify as a regulated investment company under Subchapter M (or any successor or similar provision) and will make every effort to maintain such qualification. The Adviser or Distributor will notify Insurer immediately in writing upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that each of the Contracts will be treated as annuity contracts or variable life insurance policies or variable annuity contracts under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser and Fund will at all times invest money from the Distributor represent and warrant Contracts in such a manner as to ensure that the Fund currently qualifies Contracts will be treated as a Regulated Investment Company variable life insurance or variable annuity contracts under Subchapter M the Code and maintain each Portfolio's compliance with the diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company immediately Insurer immediately, in writing, upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the each Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts take all steps necessary to manage adequately diversify the Fund so as to be in achieve compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts PREMIUM FUND and ADVISER each represent and warrant that each Fund has elected to qualify and to maintain qualification of each Portfolio be qualified as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser that each Fund will qualify and maintain its qualification as a RIC. PREMIUM FUND or Distributor ADVISER will notify Insurer LIFE COMPANY immediately upon having a reasonable basis for believing that a Portfolio Fund has ceased to so qualify or that it might not so qualify in the future. (b) Insurer PREMIUM FUND and ADVISER represent and warrant that each Fund of PREMIUM FUND does and will meet the diversification requirements of Section 817 (h)(1) of the Code and Treas. Reg. 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, as they may be amended from time to time (and any revenue rulings, revenue procedures, notices, and other published announcements of the Internal Revenue Service interpreting these sections), as if those requirements applied directly to each such Fund. The PREMIUM FUND shall furnish or cause to be furnished at least annually to LIFE COMPANY a statement signed by [_________________] certifying that each Fund has continuously met the diversification requirements of Section 817(h) for the preceding year. PREMIUM FUND and ADVISER each represent and warrant that no other life insurance companies utilizing PREMIUM FUND ("Participating Insurance Company") will purchase shares in any Fund for any purpose or under any circumstances that would preclude LIFE COMPANY from "looking through" to the investments of each Fund in which it invests, pursuant to the "look through" rules found in Treasury Regulation 1.817-5. PREMIUM FUND will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by PREMIUM FUND, it will take all reasonable steps to adequately diversify each Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) LIFE COMPANY represents that it believes, in good faith, and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance policies contracts under applicable provisions of the Code and that it will make every effort use its best efforts to maintain such treatment. Insurer status; LIFE COMPANY will notify the Fund and Distributor PREMIUM FUND immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated as such in the future. (c) The Adviser and the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M of the Code and will make every effort to continue to qualify and to maintain such qualification (under Subchapter M or any successor or similar provision), and that they will notify the company immediately upon having a reasonable basis for believing that the Fund has ceased to so qualify or that it might not so qualify in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser Fund represents and warrants that it will use its best efforts elect to qualify and to maintain qualification of each Portfolio be qualified as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and represents that it will qualify and maintain its qualification as a RIC and to comply with the Adviser or Distributor diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder. The Fund will notify Insurer LIFE COMPANY immediately upon having a reasonable basis for believing that a Portfolio it has ceased to so qualify or so comply, or that it might not so qualify or so comply in the future. Without limiting the scope of the foregoing, the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation 1.817-5 relating to the diversification requirements for variable annuity , endowment or life insurance contracts and any amendments or other modifications to such section or regulations. In the event of a breach of this Section 4.1(a) by the Fund, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Fund shall provide LIFE COMPANY information reasonably requested in relation to Section 817(h) diversification requirement, including quarterly reports and annual certifications. (b) Insurer LIFE COMPANY represents that it believes, in good faith, and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance policies contracts under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer ; LIFE COMPANY will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser LIFE COMPANY represents and the Distributor represent and warrant warrants that the Fund currently qualifies as a Regulated Investment Company under Subchapter M of the Code and will make every effort to continue to qualify and to maintain such qualification (under Subchapter M or any successor or similar provision), and that they will notify the company immediately upon having a reasonable basis for believing that the Fund has ceased to so qualify or that it might not so qualify in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate each Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) 817 of the Code and the regulations thereunder. Insurer LIFE COMPANY will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("“RIC"”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"”), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser and the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M of the Code and will make every effort use its best efforts to continue to qualify comply and to maintain such qualification (each Portfolio’s compliance with the diversification requirements set forth in Section 817(h) ofthe Code and Section 1. 817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "“segregated asset account" ” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "“variable contract," ” within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the ofthe Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal <PAGE> Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser and the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M of the Code and will make every effort to continue to qualify and to maintain such qualification (under Subchapter M or any successor or similar provision), and that they will notify the company immediately upon having a reasonable basis for believing that the Fund has ceased to so qualify or that it might not so qualify in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet <PAGE> such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Fund and the Adviser will use its best efforts to qualify represent and to maintain qualification of warrant (i) that each Portfolio is currently qualified as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) that they will maintain qualification of each Portfolio as a RIC. The Fund and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund and the Distributor Adviser represent and warrant that that, at all times, each Portfolio will comply with the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section Portfolio ceases to comply, the Fund and the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) will take the all necessary steps necessary to adequately diversify each portfolio the Portfolio so as to achieve such compliance within the grace period allowed afforded by regulationSection 1.817-5 of the regulations. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each the Portfolio as a regulated investment company ("“RIC"”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"”), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a the Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Subject to Sections 4.1(a) and 4.1(c) hereof, Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund and the Distributor represent Adviser will comply and warrant that maintain the Fund currently qualifies as a Regulated Investment Company under Subchapter M Portfolio’s compliance with the diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event that a Portfolio is not so diversified at the end of a breach of this Section any applicable quarter, the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary will make every effort to adequately diversify each portfolio the Portfolio so as to achieve such compliance within the grace period allowed afforded by regulationTreas. Reg. 1.817.5, and notify Insurer in accordance with this Section 4.1(c). (d) Subject to Sections 4.1(a) and 4.1(c) hereof, Insurer represents that it believes, in good faith, that the Separate Account is a "“segregated asset account" ” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "“variable contract," ” within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use manage the Fund to ensure its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfoliosa Portfolio, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply shall provide Company a certification of its compliance with Section 817(h) of the Code, Code and all regulations issued thereunder. In Treasury Regulation 1.817-5 within twenty (20) days of the event end of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulationcalendar quarter. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser Trust represents that it will use its best efforts make every effort to qualify and to maintain qualification of each Portfolio Fund as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser Trust or the Distributor will notify Insurer AGL immediately upon having a reasonable basis for believing that a Portfolio Fund has ceased to so qualify or that it might not so qualify in the future. (b) Insurer AGL represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer ; AGL will notify the Fund Trust and the Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser and the Distributor represent and warrant Trust represents that the Fund currently qualifies as a Regulated Investment Company under Subchapter M of the Code and it will make every effort to continue to qualify comply and to maintain such qualification (each Fund's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Trust or the Distributor will notify the company AGL immediately upon having a reasonable basis for believing that the a Fund has ceased to so qualify comply or that it a Fund might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer AGL represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer AGL will make every effort to continue to meet such definitional requirements, and it will notify the Fund Trust and the Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Trust represents that, under the terms of its investment advisory agreements with WM Advisors, Inc. (the "Adviser"), the Adviser is and will manage be responsible for managing the Fund Trust in compliance with the Trust's investment objectives, policies and restrictions as set forth in the Trust Prospectus. The Trust represents that these objectives, policies and restrictions do and will include operating as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund Trust has adopted and will maintain procedures for ensuring that the Fund Trust is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. On request, the Trust shall also provide AGL with such materials, cooperation and assistance as may be reasonably necessary for AGL or any person designated by AGL to review from time to time the procedures and practices of the Adviser, each sub-adviser or other provider of services to the Trust for ensuring that the Trust is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should Whenever any matter (a "Matter") comes to the Distributor or Adviser become aware attention of a failure of Fund, or the Trust that causes it to believe that any of its Portfolios, to be Funds was not a RIC in compliance with Subchapter M of the Code or and/or was not in compliance with Section 817(h) of the Code and the regulations thereunderthereunder as of the last day of a calendar quarter, they represent and agree that they will immediately notify Insurer the Trust shall furnish a report of such in writing. (g) Matter immediately to AGL. The Distributor agrees that shares Trust will then take such action as is necessary or appropriate to cure any noncompliance during a grace period of 30 calendar days after the end of the calendar quarter covered by the report. If the Trust does not so cure the noncompliance regarding each affected Fund's status as a RIC, the Trust will pursue those efforts necessary to enable each affected Fund to qualify once again for treatment as a RIC in compliance with Subchapter M, including cooperation in good faith with AGL. If the Trust does not so cure the noncompliance regarding a Fund's status under Section 817(h), the Trust will be sold only cooperate in good faith with AGL's efforts to Participating Insurance Companies obtain a ruling and their separate accounts. No shares of closing agreement, as provided in Revenue Procedure 92-95 issued by the Internal Revenue Service (or any Portfolio will be sold to applicable ruling or procedure subsequently issued by the general publicInternal Revenue Service), that the affected Fund satisfies Section 817(h) for the period or periods covered by the Actionable Report.

Tax Laws. (a) The Adviser represents that each Portfolio currently qualifies and that it will use its best efforts make every effort to continue to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser and the Distributor represent and warrant Fund represents that the Fund it currently qualifies as a Regulated Investment Company under Subchapter M of the Code complies with, and will make every effort to continue to qualify comply with and to maintain such qualification (each Portfolio's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts make every effort to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund represents that it has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Fund and the Adviser represent that each Portfolio will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("“RIC"”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"”), and the Adviser or Distributor it will notify Insurer immediately upon having a reasonable basis for believing that a any Portfolio has ceased to so qualify or that it any Portfolio might not so qualify in the future. The Fund acknowledges that compliance with Subchapter M is an essential element of compliance with Section 817(h) by a corporation. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts modified endowment, annuity, or life insurance policies contracts under applicable provisions of the Code and that it will make every reasonable effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio’s compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that In addition, the Fund will comply with Section 817(h) of the Code, and immediately take all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as the Portfolio to achieve such compliance within the period allowed by regulationcompliance. (d) The Fund shall provide the Insurer or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements on a quarterly basis. (e) Insurer represents that it believes, in good faith, that the Separate Account is a "“segregated asset account" ” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "“variable contract," ” within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (ef) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage it to be in compliance with Section 817(h) of the Code and regulations thereunderthereunder and to ensure that the. Contracts will be treated as annuity or life insurance contracts, whichever is appropriate, under the Code and the regulations issued thereunder (or any successor provisions). The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. The Fund agrees that its shares will not be sold directly to the general public. (fg) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser Trust represents that each Fund currently qualifies and that it will use its best efforts to qualify and make every effort to maintain qualification of each Portfolio Fund as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser Trust or the Distributor will notify Insurer FSLIC immediately upon having a reasonable basis for believing that a Portfolio Fund has ceased to so qualify or that it might not so qualify in the future. (b) Insurer FSLIC represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer ; FSLIC will notify the Fund Trust and the Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser and the Distributor represent and warrant Trust represents that the each Fund currently qualifies as a Regulated Investment Company under Subchapter M of the Code complies with and it will make every effort to continue to qualify maintain each Fund's compliance with the diversification requirements set forth in Section 817(h) of the Code and to maintain such qualification (Section 1.817- 5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Trust or the Distributor will notify the company FSLIC immediately upon having a reasonable basis for believing that the a Fund has ceased to so qualify comply or that it a Fund might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer FSLIC represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer FSLIC will make every effort to continue to meet such definitional requirements, and it will notify the Fund Trust and the Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Trust represents that, under the terms of its investment advisory agreements with the Adviser, the Adviser is and will manage be responsible for managing the Fund Trust in compliance with the Trust's investment objectives, policies and restrictions as set forth in the Trust Prospectus. The Trust represents that these objectives, policies and restrictions do and will include operating as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund Trust has adopted and will maintain procedures for ensuring that the Fund Trust is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. On request, the Trust shall also provide FSLIC with such materials, cooperation and assistance as may be reasonably necessary for FSLIC or any person designated by FSLIC to review from time to time the procedures and practices of the Adviser, each sub-adviser or other provider of services to the Trust for ensuring that the Trust is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should Whenever any matter (a "Matter") comes to the Distributor or Adviser become aware attention of a failure of Fund, or the Trust that causes it to believe that any of its Portfolios, to be the Funds was not a RIC in compliance with Subchapter M of the Code or and/or was not in compliance with Section 817(h) of the Code and the regulations thereunderthereunder as of the last day of a calendar quarter, they represent and agree that they will immediately notify Insurer the Trust shall furnish a report of such in writing. (g) Matter immediately to FSLIC. The Distributor agrees that shares Trust will then take such action as is necessary or appropriate to cure any noncompliance during a grace period of 30 calendar days after the end of the calendar quarter covered by the report. If the Trust does not so cure the noncompliance regarding each affected Fund's status as a RIC, the Trust will pursue those efforts necessary to enable each affected Fund to qualify once again for treatment as a RIC in compliance with Subchapter M, including cooperation in good faith with FSLIC. If the Trust does not so cure the noncompliance regarding a Fund's status under Section 817(h), the Trust will be sold only cooperate in good faith with FSLIC's efforts to Participating Insurance Companies obtain a ruling and their separate accounts. No shares of closing agreement, as provided in Revenue Procedure 92-95 issued by the Internal Revenue Service (or any Portfolio will be sold to applicable ruling or procedure subsequently issued by the general publicInternal Revenue Service), that the affected Fund satisfies Section 817(h) for the period or periods covered by the report.

Tax Laws. (a) The Adviser represents that each Portfolio currently qualifies and that it will use its best efforts make every effort to continue to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser and the Distributor represent and warrant Fund represents that the Fund it currently qualifies as a Regulated Investment Company under Subchapter M of the Code complies with, and will make every effort to continue to qualify comply with and to maintain such qualification (each Portfolio's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts make every, effort to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund represents that it has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify Fund represents and to maintain qualification of warrants that each Portfolio Series is currently qualified as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and represents that it will make every effort to qualify and to maintain qualification of each Series as a RIC. The Fund or the Adviser or Distributor will notify Insurer AGL immediately upon having a reasonable basis for believing that a Portfolio Series has ceased to so qualify or that it might not so qualify in the future. (b) Insurer AGL represents that it believes, in good faith, and warrants that the Contracts Policies are currently and at the time of issuance will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer AGL will notify the Fund and the Distributor immediately upon having a reasonable basis for believing that any of the Contracts Policies have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund represents and warrants that each Series is currently in compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5 of the regulations under the Code, and the Fund represents that it will make every effort to continue to qualify and to maintain each Series' compliance with such qualification (under Subchapter M diversification requirements. The Fund or any successor or similar provision), and that they the Distributor will notify the company AGL immediately upon having a reasonable basis for believing that the Fund a Series has ceased to so qualify comply or that it a Series might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer AGL represents and warrants that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer AGL will make every effort to continue to meet such definitional requirements, and it will notify the Fund and the Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. quarter. (e) The Fund represents that, under the terms of its investment advisory agreements with SAFECO Asset Management Company (the "Adviser"), the Adviser is and will manage be responsible for managing the Fund in compliance with the Fund's investment objectives, policies and restrictions as set forth in the Fund Prospectus. The Fund represents that these objectives, policies and restrictions do and will include operating as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should . On request, the Distributor or Adviser become aware of a failure of FundFund shall also provide AGL with such materials, cooperation and assistance as may be reasonably necessary for AGL or any appropriate person designated by AGL to review from time to time the procedures and practices of its Portfolios, the Adviser or each sub-investment adviser to be the Fund for ensuring that the Fund is managed in compliance with Subchapter M of the Code or and Section 817(h) of the Code and regulations thereunder. In the event of any noncompliance regarding its status as a RIC, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only pursue those efforts necessary to Participating Insurance Companies enable each affected Series to qualify once again for treatment as a RIC in compliance with Subchapter M, including cooperation in good faith with AGL. If the Fund does not so cure the noncompliance regarding its status under Section 817(h), the Fund will cooperate in good faith with AGL's efforts to obtain a ruling and their separate accounts. No shares closing agreement, as provided in Revenue Procedure 92-25 issued by the Internal Revenue Service (or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), that the Series satisfies Section 817(h) for the period or periods of any Portfolio will be sold to the general publicnon-compliance.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("“RIC"”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"”), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity [annuity] contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio’s compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "“segregated asset account" ” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "“variable contract," ” within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder.. Within 30 days after the end of each calendar quarter, the Adviser will provide Insurer with written certification of compliance with Section 817(h) of the Code and regulations thereunder for each Portfolio listed on Schedule A. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each the Portfolio as a regulated investment company ("“RIC"”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"”), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a the Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Subject to Sections 4.1(a) and 4.1(c) hereof, Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund and the Distributor represent Adviser will comply and warrant that maintain the Fund currently qualifies as a Regulated Investment Company under Subchapter M Portfolio’s compliance with the diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1. 817- 5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event that a Portfolio is not so diversified at the end of a breach of this Section any applicable quarter, the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary will make every effort to adequately diversify each portfolio the Portfolio so as to achieve such compliance within the grace period allowed afforded by regulationTreas. Reg. 1. 817. 5, and notify Insurer in accordance with this Section 4.1(c). (d) Subject to Sections 4.1(a) and 4.1(c) hereof, Insurer represents that it believes, in good faith, that the Separate Account is a "“segregated asset account" ” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "“variable contract," ” within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use manage the Fund to ensure its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfoliosa Portfolio, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser and the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M of the Code and will make every effort to continue to qualify and to maintain such qualification (under Subchapter M or any successor or similar provision), and that they will notify the company immediately upon having a reasonable basis for believing that the Fund has ceased to so qualify or that it might not so qualify in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h8 17(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h8 17(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h8 17(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h8 17(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h8 17(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Fund and Adviser will use its best efforts to qualify represent and to maintain qualification of warrant that each Portfolio is currently qualified as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and that they will maintain such qualification (under Subchapter M or any successor or similar provision) and that no other Participating Insurance Company will purchase shares in any Portfolio for any purpose or under any circumstances that would preclude the Insurer from "looking through" to the investments of each Portfolio in which it invests, pursuant to the "look through" rules found in Treasury Regulation 1.817-5. The Fund, Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts are and at the time of issuance will be treated as life insurance, endowment or annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser and the Distributor represent and warrant ; provided, however, that the Fund currently qualifies as Insurer makes no representation or undertaking regarding any Contract to the extent such representation or undertaking is dependent on compliance by any investment vehicle in which the Insurer or a Regulated Investment Company under Subchapter M Separate Account may invest with the requirements of the Code and will make every effort to continue to qualify and to maintain such qualification (under Subchapter M or any successor or similar provision), and that they will notify the company immediately upon having a reasonable basis for believing that the Fund has ceased to so qualify or that it might not so qualify in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h8l7(h) of the Code, and all the regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation, or any successor provision. (dc) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h8l7(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, requirements and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (ed) The Fund and Adviser will manage represent and warrant that for each quarter each Portfolio of the Fund does and will at all times invest money from the Contracts in such a manner as a RIC in compliance to ensure that the Contracts will be treated as variable contracts under the Code and the regulations issued thereunder; including, but not limited to, that the Fund will at all times comply with Subchapter M the diversification requirements of Section 8l7(h) of the Code and any regulations thereunder applicable to variable contracts as defined in Section 817(d) of the Code and any amendments or other modifications or successor provisions to such Sections or regulations (and any revenue rulings, revenue procedures, notices, and other published announcements of the Internal Revenue Service interpreting those Sections or regulations), as if those requirements applied directly to each such Portfolio. The Fund will use its best efforts notify the Insurer immediately upon having a reasonable basis for believing that the Fund or a Portfolio thereunder has ceased to manage comply with the diversification requirements or that the Fund or Portfolio might not comply with the diversification requirements in the future. In the event of a breach of this representation and warranty the Fund will take all reasonable necessary steps to be adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. (e) The Insurer represents and warrants that it will not purchase shares of the Portfolio(s) with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans. (f) The Adviser agrees to provide the Insurer with a certificate or statement indicating compliance by each Portfolio of the Fund with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor Code, such certificate or Adviser become aware of a failure of Fund, or any of its Portfolios, statement to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold sent to the general publicInsurer no later than thirty (30) days following the end of each calendar quarter.

Tax Laws. (a) The Adviser will use its best efforts to qualify Fund represents and to maintain qualification of warrants that each Portfolio Series is currently qualified as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and represents that it will make every effort to qualify and to maintain qualification of each Series as a RIC. The Fund or the Adviser or Distributor will notify Insurer AGL immediately upon having a reasonable basis for believing that a Portfolio Series has ceased to so qualify or that it might not so qualify in the future. (b) Insurer AGL represents that it believes, in good faith, and warrants that the Contracts Policies are currently and at the time of issuance will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer AGL will notify the Fund and the Distributor immediately upon having a reasonable basis for believing that any of the Contracts Policies have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund represents and warrants that each Series is currently in compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5 of the regulations under the Code, and the Fund represents that it will make every effort to continue to qualify and to maintain each Series' compliance with such qualification (under Subchapter M diversification requirements. The Fund or any successor or similar provision), and that they the Distributor will notify the company AGL immediately upon having a reasonable basis for believing that the Fund a Series has ceased to so qualify comply or that it a Series might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer AGL represents that it believes, in good faith, and warrants that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer AGL will make every effort to continue to meet such definitional requirements, and it will notify the Fund and the Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. quarter. (e) The Fund represents that, under the terms of its investment advisory agreements with Key Asset Management Company (the "Adviser"), the Adviser is and will manage be responsible for managing the Fund in compliance with the Fund's investment objectives, policies and restrictions as set forth in the Fund Prospectus. The Fund represents that these objectives, policies and restrictions do and will include operating as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should . On request, the Distributor or Adviser become aware of a failure of FundFund shall also provide AGL with such materials, cooperation and assistance as may be reasonably necessary for AGL or any appropriate person designated by AGL to review from time to time the procedures and practices of its Portfolios, the Adviser or each sub-investment adviser to be the Fund for ensuring that the Fund is managed in compliance with Subchapter M of the Code or and Section 817(h) of the Code and regulations thereunder. In the event of any noncompliance regarding its status as a RIC, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only pursue those efforts necessary to Participating Insurance Companies enable each affected Series to qualify once again for treatment as a RIC in compliance with Subchapter M, including cooperation in good faith with AGL. If the Fund does not so cure the noncompliance regarding its status under Section 817(h), the Fund will cooperate in good faith with AGL's efforts to obtain a ruling and their separate accounts. No shares closing agreement, as provided in Revenue Procedure 92-25 issued by the Internal Revenue Service (or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), that the Series satisfies Section 817(h) for the period or periods of any Portfolio will be sold to the general publicnon-compliance.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or and life insurance policies contracts under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts Contacts have ceased to be so treated or of that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contractaccount," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity [annuity] contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The In the event a Portfolio ceases to qualify, the Fund, Adviser and or Distributor will use its best efforts to adequately diversify the Distributor represent and warrant that Portfolio to achieve compliance within the Fund will comply grace period afforded by Treasury Regulation Section 1.817-5. If a Portfolio fails to achieve compliance with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the grace period allowed by regulationthe Fund will reimburse Insurer for all damages resulting to Insurer. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity [annuity] contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will comply and maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor will notify Insurer and Distribution immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or and life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will use its best efforts to comply and to maintain each Portfolio's compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is Accounts are a "segregated asset accountaccounts" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each the Portfolio as a regulated investment company ("“RIC"”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"”), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a the Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Subject to Sections 4.1(a) and 4.1(c) hereof, Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund and the Distributor represent Adviser will comply and warrant that maintain the Fund currently qualifies as a Regulated Investment Company under Subchapter M Portfolio’s compliance with the diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817- 5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event that a Portfolio is not so diversified at the end of a breach of this Section any applicable quarter, the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary will make every effort to adequately diversify each portfolio the Portfolio so as to achieve such compliance within the grace period allowed afforded by regulationTreas. Reg. 1.817.5, and notify Insurer in accordance with this Section 4.1(c). (d) Subject to Sections 4.1(a) and 4.1(c) hereof, Insurer represents that it believes, in good faith, that the Separate Account is a "“segregated asset account" ” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "“variable contract," ” within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use manage the Fund to ensure its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfoliosa Portfolio, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("“RIC"”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"”), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity [annuity] contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund will comply and maintain each Portfolio’s compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "“segregated asset account" ” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "“variable contract," ” within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify Fund represents and to maintain qualification of warrants that each Portfolio Series is currently qualified as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and represents that it will make every effort to qualify and to maintain qualification of each Series as a RIC. The Fund or the Adviser or Distributor will notify Insurer USL immediately upon having a reasonable basis for believing that a Portfolio Series has ceased to so qualify or that it might not so qualify in the future. (b) Insurer USL represents that it believes, in good faith, and warrants that the Contracts Policies are currently and at the time of issuance will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer USL will notify the Fund and the Distributor immediately upon having a reasonable basis for believing that any of the Contracts Policies have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund represents and warrants that each Series is currently in compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5 of the regulations under the Code, and the Fund represents that it will make every effort to continue to qualify and to maintain each Series' compliance with such qualification (under Subchapter M diversification requirements. The Fund or any successor or similar provision), and that they the Distributor will notify the company USL immediately upon having a reasonable basis for believing that the Fund a Series has ceased to so qualify comply or that it a Series might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as to achieve such compliance within the period allowed by regulation. (d) Insurer USL represents that it believes, in good faith, and warrants that the Separate Account is a "segregated asset account" and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer USL will make every effort to continue to meet such definitional requirements, and it will notify the Fund and the Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Fund represents that, under the terms of its investment advisory agreements with SAFECO Asset Management Company (the "Adviser"), the Adviser is and will manage be responsible for managing the Fund in compliance with the Fund's investment objectives, policies and restrictions as set forth in the Fund Prospectus. The Fund represents that these objectives, policies and restrictions do and will include operating as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should . On request, the Distributor or Adviser become aware of a failure of FundFund shall also provide USL with such materials, cooperation and assistance as may be reasonably necessary for USL or any appropriate person designated by USL to review from time to time the procedures and practices of its Portfolios, the Adviser or each sub-investment adviser to be the Fund for ensuring that the Fund is managed in compliance with Subchapter M of the Code or and Section 817(h) of the Code and regulations thereunder. In the event of any noncompliance regarding its status as a RIC, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only pursue those efforts necessary to Participating Insurance Companies enable each affected Series to qualify once again for treatment as a RIC in compliance with Subchapter M, including cooperation in good faith with USL. If the Fund does not so cure the noncompliance regarding its status under Section 817(h), the Fund will cooperate in good faith with USL's efforts to obtain a ruling and their separate accounts. No shares closing agreement, as provided in Revenue Procedure 92-25 issued by the Internal Revenue Service (or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), that the Series satisfies Section 817(h) for the period or periods of any Portfolio will be sold to the general publicnon-compliance.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each the Portfolio as a regulated investment company ("“RIC"”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"”), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a the Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Subject to Sections 4.1 (a) and 4.1(c) hereof, Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund and the Distributor represent Adviser will comply and warrant that maintain the Fund currently qualifies as a Regulated Investment Company under Subchapter M Portfolio’s compliance with the diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817- 5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and all regulations issued thereunder. In the event that a Portfolio is not so diversified at the end of a breach of this Section any applicable quarter, the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary will make every effort to adequately diversify each portfolio the Portfolio so as to achieve such compliance within the grace period allowed afforded by regulationTreas. Reg. 1.817.5, and notify Insurer in accordance with this Section 4.1(c). (d) Subject to Sections 4.1 (a) and 4.1(c) hereof, Insurer represents that it believes, in good faith, that the Separate Account is a "“segregated asset account" ” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "“variable contract," ” within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use manage the Fund to ensure its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfoliosa Portfolio, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

Tax Laws. (a) The Adviser will use its best efforts to qualify and to maintain qualification of each Portfolio as a regulated investment company ("“RIC"”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"”), and the Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) Insurer represents that it believes, in good faith, that the Contracts will be treated as annuity contracts or life insurance policies under applicable provisions of the Code and that it will make every effort to maintain such treatment. Insurer will notify the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (c) The Adviser Fund represents and warrants that it will comply and maintain each Portfolio’s compliance with the Distributor represent and warrant that the Fund currently qualifies as a Regulated Investment Company under Subchapter M diversification requirements set forth in Section 817(h) of the Code and will make every effort to continue to qualify and to maintain such qualification (Section 1.817-5(b) of the regulations under Subchapter M or any successor or similar provision)the Code, and that they the Fund, Adviser or Distributor will notify the company Insurer immediately upon having a reasonable basis for believing that the Fund a Portfolio has ceased to so qualify comply or that it a Portfolio might not so qualify comply in the future. The Adviser and the Distributor represent and warrant that the Fund will comply with Section 817(h) of the Code, and they will immediately take all regulations issued thereunder. In the event of a breach of this Section the Adviser and the Distributor will: a) immediately notify the Insurer of such breach; and (b) take the steps necessary to adequately diversify each portfolio so as the Portfolio to achieve such compliance within the grace period allowed afforded by regulationTreasury Regulation 1.817-5. (d) Insurer represents that it believes, in good faith, that the Separate Account is a "“segregated asset account" ” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a "“variable contract," ” within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Insurer will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing. (g) The Distributor agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.