Common use of Indemnification by the Underwriter Clause in Contracts

Indemnification by the Underwriter. (a) The Underwriter agrees to indemnify and hold harmless the Company, the underwriter of the Contracts and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses") to which the Indemnified Parties become subject under any statute, at common law or otherwise, insofar as such Losses are related to the sale or acquisition of the Trust's Shares or the Contracts and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the Registration Statement, prospectus or sales literature of the Trust (or any amendment or supplement to any of the foregoing) (collectively, the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Trust; or (iv) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b) and 5.2(c) hereof. (b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a) The Underwriter agrees agrees, with respect to each Portfolio that it distributes, to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually an "Indemnified Party" ” for purposes of this Section 5.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares of the Portfolios that it distributes or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Fund or the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust Fund or in sales literature of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust the Portfolio shares; or (ii) arise out of or as a result of (a) statements or representations (other than statements or representations contained in the disclosure documents registration statement, prospectus or sales literature for the Contracts not supplied by the Underwriter Fund or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or reckless disregard of duty of the Fund or the Underwriter or persons under the control of the Fund or the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Trust Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering 1iterature or other promotional material with respect to the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by the Fund or on behalf the Underwriter or persons under the control of the TrustFund or the Underwriter, respectively; or (iv) arise as a result of any material failure by the Trust Fund or the Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the UnderwriterUnderwriter or the Fund; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b6.2(b) and 5.2(c) 6.4 hereof. (b) The Underwriter No party shall not be liable under this entitled to indemnification provision with respect to any Losses the extent that such loss, claim, damage, liability or litigation is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision In accordance with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereofSection 6.4 hereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter Parties will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of each Accountthe Separate Accounts.

Indemnification by the Underwriter. (a) The Underwriter agrees to shall indemnify and hold harmless the Company, the underwriter of the Contracts and each of its directors and officers Company and each person, if any, who controls the such Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.210.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, Underwriter which consent shall may not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such Losses losses, claims, damages liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares or the Contracts or the performance by the parties of their obligations hereunder and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statement, prospectus or sales literature of the Trust prepared by or approved by the Trust or Underwriter (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the a Company for use in the Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of written statements or representations (other than statements or representations contained in the disclosure documents Registration Statement, Prospectus, Statement of Additional Information or sales literature for the Contracts not supplied by the Underwriter or persons under its control) made by, or wrongful unlawful conduct of of, the Trust, Adviser or Underwriter or persons under their -controlits control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document Registration Statement, Prospectus, Statement of Additional Information or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the a Company by or on behalf of the TrustUnderwriter; or (iv) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the UnderwriterUnderwriter or arise out of or result of a breach by the Trust of Article VIII; as limited by and in accordance with the provisions of Sections 5.2(b10.2(b) and 5.2(c10.2(c) hereof. (b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of failure to fulfill to its obligations and duties under this Agreement or to each a Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after its or its designated agent's receipt of the summons or other first legal process giving information of the nature of the claim shall have been served upon such from which the Indemnified Party (or after such Indemnified Party shall have received notice should reasonably know of the availability of indemnity hereunder in respect of such service on any designated agent), but failure claim. Failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such such action is brought otherwise than on account of this indemnification provision. in In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party Indemnified Party named in the action. After notice from the Underwriter to Such party such Indemnified Party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such party Indemnified Party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The A Company agrees shall promptly to notify the Underwriter of the Trust of the commencement of any litigation or proceedings against it or any of its officers or directors directors, in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a) The Underwriter agrees to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors directors, officers and officers employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually individually, an "Indemnified Party," for purposes of this Section 5.28.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares or the Contracts shares of a Portfolio and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statement, registration statement or prospectus or sales literature of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or Trust the Adviser by or on behalf of the Company for use in the Registration Statement registration statement or prospectus for the Trust Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Portfolio shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure documents document or sales or other promotional literature for the Contracts not supplied by the Underwriter Fund or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlrespective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Underwriter or persons under their respective control, with respect to the sale or distribution of the Contracts or Trust Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Trust; Fund or the Underwriter: or (iv) arise as a result of any failure by the Trust Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as . Each of paragraphs (i) through (v) above is limited by and in accordance with the provisions of Sections 5.2(b8.2(b) and 5.2(c8.2(c) hereofbelow. (b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a) The Underwriter agrees agrees, with respect to each Portfolio set forth in Schedule A, to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually an "Indemnified PartyINDEMNIFIED PARTIES" for purposes of this Section 5.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares or shares of the Portfolios that it distributes and are held through the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Fund or the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust Fund or in sales literature of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust the Portfolio shares; or (ii) arise out of or as a result of (a) statements or representations by or on behalf of the Underwriter (other than statements or representations contained in the disclosure documents registration statement, prospectus or sales literature for the Contracts not supplied by the Underwriter Fund or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or reckless disregard of duty of the Fund or the Underwriter or persons under the control of the Fund or the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Trust Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering or other promotional material with respect to the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by the Fund or on behalf the Underwriter or persons under the control of the TrustFund or the Underwriter, respectively; or (iv) arise as a result of any material failure by the Trust Fund or the Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the UnderwriterUnderwriter or the Fund; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b6.2(b) and 5.2(c) 6.4 hereof. (b) The Underwriter No party shall not be liable under this entitled to indemnification provision with respect to any Losses the extent that such loss, claim, damage, liability or litigation is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision In accordance with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereofSection 6.4 hereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter Parties will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of each Accountthe Separate Accounts.

Indemnification by the Underwriter. (a) 7.2(a). The Underwriter agrees to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors directors, officers and officers employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually an individually, "Indemnified Party," for purposes of this Section 5.27.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements alleged to be or are determined to be related to the sale or acquisition of the Trust's Shares shares of a Fund or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus prospectus, SAI or sales literature of the Trust (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus registration statement, prospectus, statement of additional information for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents registration statement, prospectus, SAI or sales literature for the Contracts not supplied by the Underwriter Trust or persons under its controlcontrol and other than statements or representations authorized by the Company) or wrongful unlawful conduct of the Trust, Adviser Trust or the Underwriter or persons under their -controlcontrol, with respect to the sale or distribution of the Contracts or Trust Fund shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, SAI or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Trust; or (iv) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b) and 5.2(c) hereof. (b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a) The Underwriter agrees to indemnify and hold harmless the Company, the underwriter of the Contracts and each of its directors and officers Company and each person, if any, who controls or is associated with the Company within the meaning of Section 15 such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the 1933 Act foregoing (collectively, the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.28.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses are related to the sale losses, claims, damages, liabilities or acquisition of the Trust's Shares expenses (or the Contracts andactions in respect thereof) or settlements: (i1) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such statements not misleading in light of the statements therein not misleading, circumstances in which they were made; provided that this agreement to indemnify shall will not apply as to any Indemnified Party if such statement or omission of such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; oras (ii2) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents Contracts or in the Contract or Fund registration statements, prospectuses or statements of additional information or sales literature or other promotional material for the Contracts or of the Fund (or any amendment or supplement) not supplied by the Underwriter or the Fund or persons under its controlthe control of the Underwriter or the Fund respectively) or wrongful conduct of the Trust, Adviser Underwriter or Underwriter the Fund or persons under their -controlthe control of the Underwriter or the Fund respectively, with respect to the sale or distribution of the Contracts or Trust Fund shares; or (iii3) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature or other promotional material covering the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the such statement or statements therein not misleadingmisleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the TrustUnderwriter or the Fund or persons under the control of the Underwriter or the Fund; or (iv4) arise as a result of any failure by the Trust Fund or the Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation diversification requirements and procedures related thereto specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by except to the Underwriter extent provided in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b8.2(b) and 5.2(c) 8.4 hereof. (b) The Underwriter shall not No party will be liable entitled to indemnification under this indemnification provision with respect Section 8.2(a) if such loss, claim, damage, liability or litigation is due to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Partyparty's duties under this Agreement, or by reason of such Indemnified Partyparty's reckless disregard of its obligations and or duties under this Agreement or to each Company or by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to Parties will promptly notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter Fund of the commencement of any litigation litigation, proceedings, complaints or proceedings actions by regulatory authorities against it or any of its officers or directors them in connection with the issuance or sale of the Contracts or the operation of each the Account.

Indemnification by the Underwriter. (a) The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the underwriter of the Contracts and each of its directors and officers Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the Exchange Act (collectively, collectively the "Company Indemnified Parties" and individually an each a "Company Indemnified Party" for purposes of this Section 5.2") against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, expense or liability whatsoever (or expense and reasonable legal counsel fees incurred any action, investigation or proceeding in connection therewith) (collectivelyrespect thereof), "Losses") to which such Company Indemnified Party may become subject, under the Indemnified Parties become subject under any statute, at common law Securities Act or otherwise, insofar as such Losses are related to the sale loss, claim, damage, expense, liability, action, investigation or acquisition proceeding arises out of the Trust's Shares or the Contracts and: is based upon (i) arise out of or are based upon any untrue statements or alleged untrue statements statement of any a material fact contained in the any Registration Statement, prospectus Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus, any "issuer information" filed or sales literature required to be filed pursuant to Rule 433(d) of the Trust (Securities Act Regulations, or the Prospectus, or in any amendment or supplement to any of thereto, or (ii) the foregoing) (collectively, the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein in any Registration Statement, Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus, any "issuer information" filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, provided but in each case only to the extent that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of such alleged the untrue statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Company by or on behalf of the Trust; or (iv) arise as a result of any failure by Underwriter, which information the Trust parties hereto agree is limited to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b) and 5.2(c) hereof. (b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume Information and shall reimburse the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement Company for any legal or other expenses subsequently reasonably incurred by such party independently in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the defense thereof other than reasonable costs of investigationOffering. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a) The Underwriter agrees to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees, or agents and each person, if any, who controls the Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the "Indemnified Parties" and individually an "Indemnified Partyindemnified parties" for purposes of this Section 5.28.2) against any and all losses, claims, damages, liabilities and income taxes and related penalties (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) ), or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties indemnified parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares or the Contracts and: (i1) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus prospectus, or statement of additional information for the Trust, or sales literature or other promotional material of the Trust or related to the sale and distribution of the Contracts if prepared by the Underwriter or any of its affiliates or agents (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in light of the circumstances in which they were made; provided that this agreement to indemnify shall not apply as to any Indemnified Party indemnified party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or the Trust by or on behalf of the Company for use in the Registration Statement registration statement, prospectus, or prospectus statement of additional information for the Trust or in sales literature of the Trust (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii2) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents Contracts or in the Contract or Trust registration statement, the Contract or Trust prospectus, statement of additional information, or sales literature or other promotional material for the Contracts or of the Trust not supplied by the Underwriter or persons under its controlthe control of the Underwriter) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlthe control of the Underwriter, with respect to the sale or distribution of the Contracts or Trust shares; or (iii3) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information, or sales literature or other promotional material covering the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleadingmisleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Underwriter or the Trust; or (iv4) arise as a result of any failure by the Trust Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation diversification requirements and procedures related thereto specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 Article VI of this Agreement); or (v5) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b8.2(b) and 5.2(c) 8.4 hereof. This indemnification shall be in addition to any liability which the Underwriter may otherwise have. (b) The No party shall be entitled to indemnification by the Underwriter shall not be liable under this indemnification provision with respect if such loss, claim, damage, liability or litigation is due to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, gross negligence, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter indemnified parties will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Contracts or the operation of each Separate Account.

Indemnification by the Underwriter. (a) The Subject to Section 6.4 and 6.5 below, the Underwriter agrees agrees, with respect to each Fund that it distributes, to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually an "Indemnified Party" ” for purposes of this Section 5.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation , at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares of the Funds that it distributes or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statements, prospectus prospectuses or statements of additional information for the Funds or sales literature or other promotional material of the Trust Funds (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Funds or the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement registration statements, prospectuses or prospectus statements of additional information for the Trust Funds or in sales literature of the Funds (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust sharesthe Shares of the Funds; or (ii) arise out of or as a result of (a) statements or representations (other than statements or representations contained in the disclosure documents registration statement, prospectus or sales literature for the Contracts not supplied by the Underwriter Funds or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or reckless disregard of duty of the Funds or the Underwriter or persons under the control of the Funds or the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Trust sharesShares of the Funds; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering or other promotional material with respect to the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by the Funds or on behalf the Underwriter or persons under the control of the TrustFunds or the Underwriter, respectively; or (iv) arise as a result of any material failure by the Trust Funds or the Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 tem1s of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Funds in this Agreement or arise out of or result from any other material breach of this Agreement by the UnderwriterUnderwriter or the funds; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b6.2(b) and 5.2(c) 6.5 hereof. (b) The Underwriter No party shall not be liable under this entitled to indemnification provision with respect to any Losses the extent that such loss, claim, damage, liability or litigation is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision ln accordance with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereofSection 6.4 hereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter Parties will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Shares of the Funds or the Contracts or the operation of each Accountthe Separate Accounts.

Indemnification by the Underwriter. (a) The Underwriter agrees agrees, with respect to each Portfolio that it distributes, to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually an "Indemnified PartyINDEMNIFIED PARTIES" for purposes of this Section 5.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares of the Portfolios that it distributes or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the 10 statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Fund or the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust Fund or in sales literature of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust the Portfolio shares; or (ii) arise out of or as a result of (a) statements or representations by or on behalf of the Underwriter (other than statements or representations contained in the disclosure documents registration statement, prospectus or sales literature for the Contracts not supplied by the Underwriter Fund or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or reckless disregard of duty of the Fund or the Underwriter or persons under the control of the Fund or the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Trust Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering or other promotional material with respect to the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by the Fund or on behalf the Underwriter or persons under the control of the TrustFund or the Underwriter, respectively; or (iv) arise as a result of any material failure by the Trust Fund or the Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the UnderwriterUnderwriter or the Fund; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b6.2(b) and 5.2(c) 6.4 hereof. (b) The Underwriter No party shall not be liable under this entitled to indemnification provision with respect to any Losses the extent that such loss, claim, damage, liability or litigation is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision In accordance with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereofSection 6.4 hereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter Parties will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of each Accountthe Separate Accounts.

Indemnification by the Underwriter. (a) The Underwriter agrees agrees, with respect to each Portfolio that it distributes, to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares of the Portfolios that it distributes or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Fund or the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust Fund or in sales literature of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust the Portfolio shares; or (ii) arise out of or as a result of (a) untrue statements or representations by or on behalf of the Underwriter (other than statements or representations contained in the disclosure documents registration statement, prospectus or sales literature for the Contracts not supplied by the Underwriter Fund or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or reckless disregard of duty of the Fund or the Underwriter or persons under the control of the Fund or the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Trust Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering or other promotional material with respect to the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements 12 therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by the Fund or on behalf the Underwriter or persons under the control of the TrustFund or the Underwriter, respectively; or (iv) arise as a result of any material failure by the Trust Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the UnderwriterUnderwriter or the Fund; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b6.2(b) and 5.2(c) 6.4 hereof. (b) The Underwriter No party shall not be liable under this entitled to indemnification provision with respect to any Losses the extent that such loss, claim, damage, liability or litigation is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision In accordance with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereofSection 6.4 hereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter Parties will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of each Accountthe Separate Accounts.

Indemnification by the Underwriter. (a8.2(a) The Underwriter agrees to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors directors, officers, employees and officers agents, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the an "Indemnified Parties" and individually an individually, "Indemnified Party," for purposes of this Section 5.28.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares of a Fund or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus prospectus, statement of additional information or sales literature of the Trust (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus registration statement, prospectus, statement of additional information for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents registration statement, prospectus, statement of additional information or sales literature for the Contracts not supplied by the Underwriter Trust or persons under its controlcontrol and other than statements or representations authorized by the Company) or wrongful unlawful conduct of the Trust, Adviser Underwriter(s) or Underwriter or persons under their -controlcontrol, with respect to the sale or distribution of the Contracts or Trust Fund shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Trust; or (iv) arise as a result of any failure by the Underwriter or the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failureAgreement, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Trust or Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b8.2(b) and 5.2(c8.2(c) hereof. (b8.2(b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which losses, claims, damages, liabilities, or litigation incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties under this Agreement or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicableAgreement. (c8.2(c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such such action is brought otherwise than on account of this indemnification provision. in In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d8.2(d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a) The Underwriter agrees to indemnify and hold harmless the Company, the underwriter of the Contracts and each of its directors and officers Company and each person, if any, who controls or is associated with the Company within the meaning of Section 15 such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the 1933 Act foregoing (collectively, the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.28.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses are related to the sale losses, claims, damages, liabilities or acquisition of the Trust's Shares expenses (or the Contracts andactions in respect thereof) or settlements: (i1) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such statements not misleading in light of the statements therein not misleading, circumstances in which they were made; provided that this agreement to indemnify shall will not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust Fund by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust Fund or in sales literature of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust Fund shares; or (ii2) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents Contracts or in the Contract or Fund registration statements, prospectuses or statements of additional information or sales literature or other promotional material for the Contracts or of the Fund (or any amendment or supplement) not supplied by the Underwriter or the Fund or persons under its controlthe control of the Underwriter or the Fund respectively) or wrongful conduct of the Trust, Adviser Underwriter or Underwriter the Fund or persons under their -controlthe control of the Underwriter or the Fund respectively, with respect to the sale or distribution of the Contracts or Trust Fund shares; or (iii3) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature or other promotional material covering the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the such statement or statements therein not misleadingmisleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the TrustUnderwriter or the Fund or persons under the control of the Underwriter or the Fund; or (iv4) arise as a result of any failure by the Trust Fund or the Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation diversification requirements and procedures related thereto specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 Article VI of this Agreement); or (v5) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Fund in this Agreement Agreement, or arise out of or result from any other material breach of this Agreement by the UnderwriterUnderwriter or the Fund; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b8.2(b) and 5.2(c) 8.4 hereof. (b) The Underwriter shall not No party will be liable entitled to indemnification under this indemnification provision with respect Section 8.2(a) if such loss, claim, damage, liability or litigation is due to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Partyparty's duties under this Agreement, or by reason of such Indemnified Partyparty's reckless disregard of its obligations and or duties under this Agreement or to each Company or by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to Parties will promptly notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter Fund of the commencement of any litigation litigation, proceedings, complaints or proceedings actions by regulatory authorities against it or any of its officers or directors them in connection with the issuance or sale of the Contracts or the operation of each the Account.

Indemnification by the Underwriter. (a) The Underwriter agrees to shall indemnify and hold harmless the Company, the underwriter of the Contracts and each of its directors and officers Company and each person, if any, who controls the Company Companies within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.28.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, Underwriter which consent shall may not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares or the Contracts or the performance by the parties of their obligations hereunder and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statement, prospectus or sales literature of the Trust prepared by or approved by the Trust or Underwriter (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company Companies for use in the Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of written statements or representations (other than statements or representations contained in the disclosure documents Registration Statement, Prospectus, Statement of Additional Information or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlits control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document Registration Statement, Prospectus, Statement of Additional Information or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company Companies by or on behalf of the TrustUnderwriter; or (iv) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b8.2(b) and 5.2(c8.2(c) hereof. (b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent)) on the basis of which the Indemnified Party should reasonably know of the availability of indemnity hereunder in respect of such claim, but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such such action is brought otherwise than on account of this indemnification provision. in In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party Indemnified Party named in the action. After notice from the Underwriter to Such party such Indemnified Party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such party Indemnified Party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a) ). The Underwriter agrees to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors directors, officers and officers employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" ” and individually individually, an "“Indemnified Party" ,” for purposes of this Section 5.210.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares or the Contracts shares of a Portfolio and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statement, registration statement or prospectus or sales or other promotional literature of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or Trust the Adviser by or on behalf of the Company for use in the Registration Statement registration statement or prospectus for the Trust Fund or in sales or other promotional literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Portfolio shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure documents document or sales or other promotional literature for the Contracts not supplied by the Underwriter Fund or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlrespective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Underwriter or persons under their respective control, with respect to the sale or distribution of the Contracts or Trust Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the TrustFund or the Underwriter; or (iv) arise as a result of any failure by the Trust Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as . Each of paragraphs (i) through (v) above is limited by and in accordance with the provisions of Sections 5.2(b10.2(b) and 5.2(c10.2(c) hereofbelow. (b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a) The Underwriter agrees to shall indemnify and hold harmless the Company, the underwriter of the Contracts and each of its directors and officers Company and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.29.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, Underwriter which consent shall may not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation or at common law or otherwiselaw, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares or the Contracts or the performance by the parties of their obligations hereunder and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statement, prospectus or sales literature of the Trust prepared by or approved by the Trust or Underwriter (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or or (ii) arise out of or as a result of written statements or representations (other than statements or representations contained in the disclosure documents or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Trust; or (iv) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b) and 5.2(c) hereof. (b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a) The Underwriter agrees agrees, with respect to each Portfolio that it distributes, to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually an "Indemnified PartyINDEMNIFIED PARTIES" for purposes of this Section 5.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares of the Portfolios that it distributes or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing by such Indemnified Party or the Company to the Fund or the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust Fund or in sales literature of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust the Portfolio shares; or (ii) arise out of or as a result of (a) statements or representations (other than statements or representations contained in the disclosure documents registration statement, prospectus or sales literature for the Contracts not supplied by the Underwriter Fund or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or reckless disregard of duty of the Fund or the Underwriter or their agents or representatives with respect to the sale or distribution of the Contracts or Trust Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering or other promotional material with respect to the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by the Fund or on behalf the Underwriter or persons under the control of the TrustFund or the Underwriter, respectively; or (iv) arise as a result of any material failure by the Trust Fund or the Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the UnderwriterUnderwriter or the Fund; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b6.2(b) and 5.2(c) 6.4 hereof. (b) The Underwriter No party shall not be liable under this entitled to indemnification provision with respect to any Losses the extent that such loss, claim, damage, liability or litigation is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision In accordance with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereofSection 6.4 hereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter Parties will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of each Accountthe Separate Accounts.

Indemnification by the Underwriter. (a) The Underwriter agrees agrees, with respect to each Portfolio that it distributes, to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually an "Indemnified PartyINDEMNIFIED PARTIES" for purposes of this Section 5.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the TrustFund's Shares shares or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statement, prospectus or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Fund or the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus for the Trust or in such sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust sharessupplement thereto); or (ii) arise out of or as a result of (a) statements or representations of the Underwriter (other than statements or representations contained in the disclosure documents registration statement, prospectus or sales literature for the Contracts not supplied by the Underwriter or persons under its controlcontrol and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or wrongful conduct reckless disregard of duty of the Trust, Adviser or Underwriter or persons under their -controlthe control of the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Trust Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering or other promotional material with respect to the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by the Underwriter or on behalf persons under the control of the TrustUnderwriter for use in such registration statement, prospectus, statement of additional information or sales literature or other promotional material (or any amendment thereof or supplement thereto); or (iv) arise as a result of any material failure by the Trust Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b6.2(b) and 5.2(c) 6.4 hereof. (b) The Underwriter No party shall not be liable under this entitled to indemnification provision with respect to any Losses the extent that such loss, claim, damage, liability or litigation is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision In accordance with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereofSection 6.4 hereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter Parties will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of each Accountthe Separate Accounts.

Indemnification by the Underwriter. (a) The Underwriter agrees agrees, with respect to each Portfolio that it distributes, to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually an "Indemnified PartyINDEMNIFIED PARTIES" for purposes of this Section 5.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares of the Portfolios that it distributes or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Portfolios or sales literature of or other promotional material for the Trust Portfolios (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust Fund or in sales literature of the Portfolios (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust the Portfolio shares; or (ii) arise out of or as a result of (a) statements or representations by or on behalf of the Underwriter (other than statements or representations contained in the disclosure documents registration statement, prospectus or sales literature for the Contracts not supplied by the Underwriter or persons under its controlcontrol and other than statements or representations authorized by the Company); or (b) the willful 10 misfeasance, bad faith, negligence or wrongful conduct reckless disregard of duty of the Trust, Adviser or Underwriter or persons under their -control, the control of the Underwriter with respect to the sale or distribution of the Contracts or Trust Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering or other promotional material with respect to the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by the Underwriter or on behalf persons under the control of the TrustUnderwriter; or (iv) arise out of or as a result of any failure by the Trust Underwriter to provide the services perform its duties and furnish the materials obligations under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b6.2(b) and 5.2(c) 6.4 hereof. (b) The Underwriter No party shall not be liable under this entitled to indemnification provision with respect to any Losses the extent that such loss, claim, damage, liability or litigation is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, negligence or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision In accordance with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereofSection 6.4 hereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter Parties will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Portfolio shares or the Contracts or the operation of each Accountthe Separate Accounts.

Indemnification by the Underwriter. (a6.2(a) The Underwriter agrees to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its it directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such Losses are related to the sale losses, claims, damages, liabilities or acquisition of the Trust's Shares expenses (or the Contracts and: (iactions in respect thereof) or settlements arise out of or are based upon any untrue statements relate to the representations and warranties contained herein, or alleged untrue statements of any material fact contained the negligent act or omission in the Registration Statement, prospectus or sales literature performance of the Trust (or any amendment or supplement to any duties and obligations of the foregoing) (collectivelyUnderwriter hereunder, the "Trust Documents") or which arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Trust; or (iv) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good bad faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; wilful misconduct as limited by and in accordance with the provisions of Sections 5.2(b6.2(b) and 5.2(c6.2(c) hereof. (b6.2(b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of or such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each the Company or the Account, whichever is applicable. (c6.2(c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such such action is brought otherwise than on account of this indemnification provision. in In case any such action is brought against the Indemnified PartiesParty, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the actionaction and to settle the claim at its own expense; provided, however, that no such settlement shall, without the Indemnified Parties' written consent, include any factual stipulation referring to the Indemnified Parties or their conduct. After notice from the Underwriter to Such such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d6.2(d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each the Account.

Indemnification by the Underwriter. (a) 9.2(a). The Underwriter agrees to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors directors, officers, agents and officers employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually individually, an "Indemnified Party," for purposes of this Section 5.29.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses actions in respect thereof (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses, or actions in respect thereof, or settlements are related to the sale sale, holding or acquisition of the TrustFund's Shares shares or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus prospectus, SAI for the Fund or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or Trust the Adviser by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus SAI for the Trust Fund or in sales literature or other promotional material for the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents registration statement, prospectus, or sales or other promotional literature for the Contracts not supplied by the Underwriter Fund or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlrespective control and other than statements or representations authorized in writing by the Company) or unlawful conduct of the Fund or the Underwriter or persons under their respective control, with respect to the sale or distribution of the Contracts or Trust in writing shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, SAI, or sales or other promotional literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the TrustFund or the Underwriter or persons under the control of the Fund or Underwriter; or (iv) arise as a result of any failure by the Trust Underwriter or Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as Underwriter or the Fund. Each of paragraphs (i) through (v) above is limited by and in accordance with the provisions of Sections 5.2(b9.2(b) and 5.2(c9.2(c) hereofbelow. (b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a) The Underwriter agrees agrees, with respect to each Portfolio that it distributes, to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually an "Indemnified Party" ” for purposes of this Section 5.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares of the Portfolios that it distributes or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party to the Fund, the Adviser or the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust fund or in sales literature of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust the Portfolio shares; or (ii) arise out of or as a result of (a) statements or representations by or on behalf of the Underwriter (other than statements statement or representations contained in the disclosure documents registration statement, prospectus or sales literature for the Contracts not supplied by the Underwriter Fund or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, negligence or reckless disregard of duty of the Underwriter or persons under the control of the Underwriter with respect to the sale or distribution of the Contracts or Trust Portfolio shares; : or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering or other promotional material with respect to the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by the Underwriter or on behalf persons under the control of the TrustUnderwriter; or (iv) arise as a result of any material failure by the Trust Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); : or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b) and 5.2(c) hereof. (b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have except to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. extent provided in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.Sections

Indemnification by the Underwriter. (a) The Underwriter agrees agrees, with respect to each Portfolio that it distributes, to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually an "Indemnified Party" ” for purposes of this Section 5.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares of the Portfolios that it distributes or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Fund or the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust Fund or in sales literature of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust the Portfolio shares; or (ii) arise out of or as a result of (a) statements or representations (other than statements or representations contained in the disclosure documents registration statement, prospectus or sales literature for the Contracts not supplied by the Underwriter Fund or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or reckless disregard of du ty of the Fund or the Underwriter or persons under the control of the Fund or the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Trust Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering or other promotional material with respect to the Contracts, Contracts (or any amendment thereof or supplement thereto, or thereto),or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in confom1ity with information furnished to the Company by the Fund or on behalf the Underwriter or persons under the control of the TrustFund or the Underwriter, respectively; or (iv) arise as a result of any material failure by the Trust Fund or the Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the UnderwriterUnderwriter or the Fund; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b6.2(b) and 5.2(c) 6.4 hereof. (b) The Underwriter No party shall not be liable under this entitle d to indemnification provision with respect to any Losses the extent that such loss, claim, damage, liability or litigation is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision In accordance with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereofSection 6.4 hereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter Parties will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of each Accountthe Separate Accounts.

Indemnification by the Underwriter. (a) The Underwriter agrees agrees, with respect to each Portfolio that it distributes, to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually an "Indemnified PartyINDEMNIFIED PARTIES" for purposes of this Section 5.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares of the Portfolios that it distributes or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Fund or the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust Fund or in sales literature of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust the Portfolio shares; or (ii) arise out of or as a result of (a) written statements or representations (other than statements or representations contained in the disclosure documents registration statement, prospectus or sales literature for the Contracts not supplied by the Underwriter or persons under its controltheir respective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or wrongful conduct reckless disregard of duty the Trust, Adviser or Underwriter or persons under their -controlthe control of the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Trust Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering or other promotional material with respect to the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by the Underwriter or on behalf persons under the control of the TrustUnderwriter, respectively; or (iv) arise as a result of any material failure by the Trust Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b6.2(b) and 5.2(c) 6.4 hereof. (b) The Underwriter No party shall not be liable under this entitled to indemnification provision with respect to any Losses the extent that such loss, claim, damage, liability or litigation is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision In accordance with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereofSection 6.4 hereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter Parties will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of each Accountthe Separate Accounts.

Indemnification by the Underwriter. (a) The Underwriter agrees agrees, with respect to each Portfolio that it distributes, to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares of the Portfolios that it distributes or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Fund or the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust Fund or in sales literature of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust the Portfolio shares; or (ii) arise out of or as a result of (a) statements or representations (other than statements or representations contained in the disclosure documents registration statement, prospectus or sales literature for the Contracts not supplied by the Underwriter Fund or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or reckless disregard of duty of the Fund or the Underwriter or persons under the control of the Fund or the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Trust Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering or other promotional material with respect to the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by the Fund or on behalf the Underwriter or persons under the control of the TrustFund or the Underwriter, respectively; or (iv) arise as a result of any material failure by the Trust Fund or the Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the UnderwriterUnderwriter or the Fund; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b6.2(b) and 5.2(c) hereof6.4hereof. (b) The Underwriter No party shall not be liable under this entitled to indemnification provision with respect to any Losses the extent that such loss, claim, damage, liability or litigation is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision In accordance with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereofSection 6.4 hereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter Parties will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of each Accountthe Separate Accounts.

Indemnification by the Underwriter. (a) The Underwriter agrees agrees, with respect to each Portfolio that it distributes, to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually an "Indemnified Party" ” for purposes of this Section 5.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares of the Portfolios that it distributes or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the PIMS Fund or the MMS Fund or sales literature or other promotional material of the Trust such Funds (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are arc based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the PIMS Fund, the MMS Fund or the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust Funds or in sales literature of the Funds (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust sharesthe Portfolio Shares; or (ii) arise out of or as a result of (a) statements or representations (other than statements or representations contained in the disclosure documents registration statement, prospectus or sales literature for the Contracts not supplied by the Underwriter PIMS Fund, the MMS Fund or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or reckless disregard of duty of the PIMS Fund, the MMS Fund or the Underwriter or persons under the control of the PIMS Fund, the MMS Fund or the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Trust sharesPortfolio Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering or other promotional material with respect to the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by the PIMS Fund, the MMS Fund or on behalf the Underwriter or persons under the control of the TrustFunds or the Underwriter, respectively; or (iv) arise as a result of any material failure by the Trust Fund or the Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the PIMS Fund, the MMS Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the UnderwriterUnderwriter or the PIMS Fund, the MMS Fund; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b6.2(b) and 5.2(c) 6.4 hereof. (b) The Underwriter No party shall not be liable under this entitled to indemnification provision with respect to any Losses the extent that such loss, claim, damage, liability or litigation is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision In accordance with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereofSection 6.4 hereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter Parties will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Shares or the Contracts or the operation of each Accountthe Separate Accounts.

Indemnification by the Underwriter. (a8.2(a) The Underwriter agrees to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors directors, officers and officers employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" ” and individually individually, an "“Indemnified Party" ,” for purposes of this Section 5.28.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares of a Fund or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus prospectus, SAI or sales literature of the Trust (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus registration statement, prospectus, SAI for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents registration statement, prospectus, SAI or sales literature for the Contracts not supplied by the Underwriter Trust or persons under its control) or wrongful unlawful conduct of the Trust, Adviser Underwriter(s) or Underwriter or persons under their -controlcontrol, with respect to the sale or distribution of the Contracts or Trust Fund shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, SAI or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the TrustTrust or Underwriter; or (iv) arise as a result of any failure by the Trust or the Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failureAgreement, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Trust or Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b8.2(b) and 5.2(c8.2(c) hereof. (b8.2(b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which losses, claims, damages, liabilities, or litigation incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such may arise from such Indemnified Party's ’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's ’s duties or by reason of such Indemnified Party's ’s reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicableAgreement. (c8.2(c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such such action is brought otherwise than on account of this indemnification provision. in In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such such party of the Underwriter's ’s election to assume the defense thereof, the Indemnified Party Shall shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d8.2(d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a8.2(a) The Underwriter agrees to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors current and officers former directors, officers, employees or agents and each person, if any, who controls or has controlled or is or was associated with the Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the "Indemnified Parties" and individually an "Indemnified Partyindemnified parties" for purposes of this Section 5.28.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"other expenses) to which the Indemnified Parties indemnified parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares or the Contracts shares and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statement, registration statement or prospectus or sales literature of the Trust (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in light of the circumstances in which they were made; provided that this agreement to indemnify shall not apply as to any Indemnified Party indemnified party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement registration statement or prospectus for the Trust or in sales literature for the Trust (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents Contracts or in the Contract or Trust registration statement, the Contract or Trust prospectus, private placement memoranda for the Contracts or sales literature for the Contracts or the Trust not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlits control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, private placement memorandum or sales literature covering the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleadingmisleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the TrustUnderwriter; or (iv) arise as a result out of any failure material breach by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 Underwriter of this Agreement); or (vexcept to the extent provided in Sections 8.2(b) arise out of or result from and 8.4 hereof. This indemnification shall be in addition to any material breach of any representation and/or warranty made by liability which the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b) and 5.2(c) hereofmay otherwise have. (b8.2(b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses losses, claims, damages, liabilities or litigation to which an Indemnified Party indemnified party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's his or her duties or by reason of such Indemnified Party's his or her reckless disregard of obligations and duties under this Agreement or to each the Company or the Account, whichever is applicableAccounts. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d8.2(c) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Accountthe Accounts.

Indemnification by the Underwriter. (a8.2(a) The Underwriter agrees to indemnify and hold harmless the Company, the underwriter of the Contracts its parents and subsidiaries and other affiliates and each of its their directors and officers officers, employees or agents and each person, if any, who controls the Company within the meaning of Section 15 of such terms under the 1933 Act Federal securities laws and the Fund (collectively, the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.28.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"other expenses) to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale sale, holding, acquisition or acquisition distribution of the Trust's Shares Designated Portfolios or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statement, Fund registration statement or Fund prospectus or Fund SAI or sales literature of the Trust Fund or the Underwriter (or any amendment or supplement to any of the foregoing) (collectively, the "Trust Documents") or foregoing),or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances in which they were made, provided that this agreement to indemnify and hold harmless shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust Fund by or on behalf of the Company for use in the Registration Statement Fund registration statement, Fund prospectus or prospectus for the Trust Fund SAI or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale sale, acquisition, holding or distribution of the Contracts or Trust Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trust, Adviser Fund or Underwriter or persons under their -controlcontrol authorized to act on their behalf with regard to this Agreement, with respect to the sale sale, holding, acquisition or distribution of the Contracts or Trust Fund shares provided that this agreement to indemnify and hold harmless shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter by or in the Underwriter's sales literature or other promotional material (or any amendment or supplement to same) or on behalf of any indemnified party for use in connection with the sale, holding, acquisition or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document an Account registration statement, Account prospectus, Account SAI or sales literature covering the Contracts, Contracts or Account (or any amendment thereof or supplement thereto, ) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the TrustFund or the Underwriter or persons under their control authorized to act on their behalf with regard to this Agreement; or (iv) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b) and 5.2(c) hereof. (b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a) The Underwriter agrees agrees, with respect to each Portfolio that it distributes, to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually an "Indemnified PartyINDEMNIFIED PARTIES" for purposes of this Section 5.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares of the Portfolios that it distributes or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Fund or the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust Fund or in sales literature of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust the Portfolio shares; or (ii) arise out of or as a result of (a) statements or representations (other than statements or representations contained in the disclosure documents registration statement, prospectus or sales literature for the Contracts not supplied by the Underwriter Fund or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or reckless disregard of duty of the Fund or the Underwriter or persons under the control of the Fund or the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Trust Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering or other promotional material with respect to the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by the Fund or on behalf the Underwriter or persons under the control of the TrustFund or the Underwriter, respectively; or (ivi) arise as a result of any failure by the Trust Fund or the Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failureAgreement, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (vii) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the UnderwriterUnderwriter or the Fund; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b6.2(b) and 5.2(c) 6.4 hereof. (b) The Underwriter No party shall not be liable under this entitled to indemnification provision with respect to any Losses the extent that such loss, claim, damage, liability or litigation is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, negligence or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision In accordance with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereofSection 6.4 hereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter Parties will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of each Accountthe Separate Accounts.

Indemnification by the Underwriter. (a) The Underwriter agrees to indemnify and hold harmless the Company, the underwriter of the Contracts and its directors, each of its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, or Section 20 of the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.2) 1934 Act against any and all lossesloss, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged lossliability, claim, damagedamage and expense described in the indemnity contained in subsection (a) of this Section 6, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectivelyas incurred, "Losses") but only with respect to which the Indemnified Parties become subject under any statute, at common law or otherwise, insofar as such Losses are related to the sale or acquisition of the Trust's Shares or the Contracts and: (i) arise out of or are based upon any untrue statements or omissions, or alleged untrue statements of any material fact contained or omissions, made in the Registration StatementStatement (or any amendment thereto), prospectus or sales literature of in any preliminary prospectus, any Issuer Free Writing Prospectus, the Trust General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Underwriter or Trust by or on behalf of expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or prospectus for the Trust any amendment thereto), or in sales literature any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement) or otherwise for use in connection with the sale supplement to any of the Contracts or Trust shares; or (ii) arise out foregoing), consists exclusively of or as a result of statements or representations (other than statements or representations contained the following information appearing under the caption “Underwriting” in the disclosure documents or sales literature for Pre-Pricing Prospectus and the Contracts not supplied by Prospectus: the Underwriter or persons under its control) or wrongful conduct of statements set forth in the Trust, Adviser or Underwriter or persons under their -control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Trust; or (iv) arise as a result of any failure by the Trust to provide the services and furnish the materials first sentence under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement section entitled “Underwriting—Electronic Distribution” and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b) and 5.2(c) hereof. (b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence first sentence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations second paragraph under the section entitled “Underwriting—Market Making, Stabilization and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expenseOther Transactions”, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named each case in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, Preliminary Prospectus and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigationProspectus. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a) The Underwriter agrees agrees, with respect to each Portfolio that it distributes, to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually an "Indemnified PartyINDEMNIFIED PARTIES" for purposes of this Section 5.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares of the Portfolios that it distributes or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Fund or the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust Fund or in sales literature of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust the Portfolio shares; or (ii) arise out of or as a result of (a) statements or representations by or on behalf of the Underwriter (other than statements or representations contained in the disclosure documents registration statement, prospectus or sales literature for the Contracts not supplied by the Underwriter Fund or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or reckless disregard of duty of the Fund or the Underwriter or persons under the control of the Fund or the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Trust Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering or other promotional material with respect to the Contracts, Contracts (or any amendment thereof or 10 supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by the Fund or on behalf the Underwriter or persons under the control of the TrustFund or the Underwriter, respectively; or (iv) arise as a result of any material failure by the Trust Fund or the Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the UnderwriterUnderwriter or the Fund; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b6.2(b) and 5.2(c) 6.4 hereof. (b) The Underwriter No party shall not be liable under this entitled to indemnification provision with respect to any Losses the extent that such loss, claim, damage, liability or litigation is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision In accordance with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereofSection 6.4 hereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter Parties will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of each Accountthe Separate Accounts.

Indemnification by the Underwriter. (a) The Underwriter agrees to indemnify and hold harmless the Company and PMS Securities Company (an affiliate of Company), the underwriter of the Contracts and each of its their directors and officers and each person, if any, who controls the Company or PML Securities Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.28.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the TrustFund's Shares shares or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statement, Statement or prospectus or sales literature of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust Fund by or on behalf of the Company for use in the Registration Statement or prospectus for the Trust Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents Registration Statement, prospectus or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the TrustFund, Adviser or Underwriter or persons under their -controlcontrol, with respect to the sale or distribution of the Contracts or Trust Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document Registration Statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the TrustFund; or (iv) arise as a result of any failure by the Trust Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b8.2(b) and 5.2(c8.2(c) hereof. (b) The Underwriter . This indemnification shall not be liable under this indemnification provision with respect in addition to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigationmay otherwise have. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a8.2(a) The Underwriter agrees to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors directors, officers and officers employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the an "Indemnified Parties" and individually an individually, "Indemnified Party," for purposes of this Section 5.28.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares of a Fund or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus prospectus, statement of additional information or sales literature of the Trust (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus registration statement, prospectus, statement of additional information for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents registration statement, prospectus, statement of additional information or sales literature for the Contracts not supplied by the Underwriter Trust or persons under its controlcontrol and other than statements or representations authorized by the Company) or wrongful unlawful conduct of the Trust, Adviser Underwriter(s) or Underwriter or persons under their -controlcontrol, with respect to the sale or distribution of the Contracts or Trust Fund shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Trust; or (iv) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failureAgreement, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b8.2(b) and 5.2(c8.2(c) hereof. (b8.2(b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which losses, claims, damages, liabilities, or litigation incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicableAgreement. (c8.2(c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such such action is brought otherwise than on account of this indemnification provision. in In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a8.2(a) The Underwriter agrees to indemnify indemnity and hold harmless the Company, the underwriter of the Contracts Company and each of its directors directors, officers and officers employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually individually, an "Indemnified Party," for purposes of this Section 5.28.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares or the Contracts shares of a Portfolio and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statement, registration statement or prospectus or sales literature of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or Trust the Adviser by or on behalf of the Company for use in the Registration Statement registration statement or prospectus for the Trust Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Portfolio shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure documents document or sales or other promotional literature for the Contracts not supplied by the Underwriter Fund or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlrespective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Underwriter or persons under their respective control, with respect to the sale or distribution of the Contracts or Trust Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the TrustFund or the Underwriter; or (iv) arise as a result of any failure by the Trust Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as . Each of paragraphs (i) through (v) above is limited by and in accordance with the provisions of Sections 5.2(b8.2(b) and 5.2(c8.2(c) hereofbelow. (b8.2(b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicableAgreement. (c8.2(c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such such action is brought otherwise than on account of this indemnification provision. in In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. ' The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d8.2(d) The Company agrees will promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors an Indemnified Party in connection with this Agreement, the issuance or sale of the Contracts or the operation of each Accountthe Account(s).

Indemnification by the Underwriter. (a) The Underwriter Underwriter, on its own behalf and on behalf of the Fund, agrees to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section 15 of such term under the 1933 Act federal securities laws (collectively, the "Indemnified Parties" and individually an "Indemnified Partyindemnified parties" for purposes of this Section 5.28.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties indemnified parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses are related to the sale losses, claims, damages, liabilities or acquisition of the Trust's Shares expenses (or the Contracts andactions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in light of the circumstances in which they were made; provided that this agreement to indemnify shall not apply as to any Indemnified Party indemnified party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust Fund by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust Fund or in sales literature or other promotional material of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents Contracts or in the Contract registration statement, the Contract prospectus, statement of additional information, or sales literature or other promotional material for the Contracts not supplied by the Underwriter or the Fund or persons under its controlthe control of the Underwriter or the Fund respectively) or wrongful conduct of the Trust, Adviser Underwriter or Underwriter the Fund or persons under their -controlthe control of the Underwriter or the Fund respectively, with respect to the sale or distribution of the Contracts or Trust Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature or other promotional material covering the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleadingmisleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the TrustUnderwriter or the Fund or persons under the control of the Underwriter or the Fund; or (iv) arise as a result of any failure by the Trust Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation diversification requirements and procedures related thereto specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the UnderwriterUnderwriter or the Fund; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b8.2(b) and 5.2(c) 8.3 hereof. This indemnification shall be in addition to any liability which the Underwriter may otherwise have. (b) The Underwriter No party shall not be liable under this entitled to indemnification provision with respect if such loss, claim, damage, liability or litigation is due to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter indemnified parties will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Contracts or the operation of each the Account.

Indemnification by the Underwriter. 9.2 (a) The Underwriter agrees to shall indemnify and hold harmless the Company, the underwriter of the Contracts and each of its directors and officers Company and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.29.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, Underwriter which consent shall may not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares or the Contracts or the performance by the parties of their obligations hereunder and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statement, prospectus or sales literature of the Trust prepared by or approved by the Trust or Underwriter (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of written statements or representations (other than statements or representations contained in the disclosure documents Registration Statement, Prospectus, Statement of Additional Information or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlits control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document Registration Statement, Prospectus, Statement of Additional Information or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the TrustUnderwriter; or (iv) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b9.2(b) and 5.2(c9.2(c) hereof; or. (bv) The Underwriter shall not be liable under this indemnification provision with respect to arise out of or result from any Losses to which an Indemnified Party would otherwise be subject violation by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have federal, state, local or foreign law or regulation applicable to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party obligations under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigationAgreement. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a) The Underwriter likewise agrees to indemnify indemnify, defend and hold harmless the Company, the underwriter of the Contracts and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriterliabilities, which consent shall not be unreasonably withheld) or and expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses") to which the Indemnified Parties Company may become subject under any statutesubject, at common law or otherwise, insofar as such Losses are related to the sale or acquisition of the Trust's Shares or the Contracts and: (i) arise arising out of or are based upon any untrue statements statement or alleged untrue statements statement of any a material fact contained in the Registration Statement, prospectus Statement or sales literature of the Trust (in any Blue Sky Application or any amendment or supplement to any of the foregoing) (collectively, the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission resulting from the use of such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Company by or on behalf the Underwriter for use in the preparation of the Trust; or (iv) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional Registration Statement or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b) and 5.2(c) hereofBlue Sky Application. (b) The Company agrees to give the Underwriter an opportunity to participate in the defense or preparation of the defense of any action brought against the Company to enforce any such claim or liability and the Underwriter shall not be liable have the right so to participate. The Underwriter's liability under the foregoing indemnity is expressly conditioned upon notice of any such action having been sent by the Company to the Underwriter, by letter or telegram (addressed as provided in this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject Agreement), promptly after the receipt by reason the Company of written notice of such Indemnified Party's willful misfeasanceaction against the Company, bad faith, such notice either being accompanied by copies of papers served or gross negligence filed in the performance of connection with such Indemnified Party's duties action or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information statement of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure action to the extent known to the Company. Failure to notify the Underwriter of any such claim as herein provided shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise Company other than on account of the indemnity agreement contained in paragraph 8.02 of this indemnification provision. Agreement. (c) The provisions of paragraphs 8.01 and 8.02 shall not in case any such action is brought way prejudice any right or rights which the Underwriter may have against the Indemnified Parties, Company or the Company may have against the Underwriter will be entitled to participateunder any statute, including the 1933 Act, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal common law or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigationotherwise. (d) The Company agrees promptly indemnity agreements contained in paragraph 8.01 and 8.02 shall survive the termination of this Agreement and shall inure to notify the benefit of the Company, the Underwriter, their respective successors and their heirs, personal representatives and successors and shall be valid irrespective of any investigation made by or on behalf of the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each AccountCompany.

Indemnification by the Underwriter. (a) The Underwriter agrees to indemnify and hold harmless the Company and PMS Securities Company (an affiliate of Company), the underwriter of the Contracts and each of its their directors and officers and each person, if any, who controls the Company or PML Securities Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.28.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the TrustFund's Shares shares or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statement, Statement or prospectus or sales literature of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust Fund by or on behalf of the Company for use in the Registration Statement or prospectus for the Trust Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents Registration Statement, prospectus or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the TrustFund, Adviser or Underwriter or persons under their -controlcontrol, with respect to the sale or distribution of the Contracts or Trust Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document Registration Statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the TrustFund; or (iv) arise as a result of any failure by the Trust Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure, failure whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b8.2(b) and 5.2(c8.2(c) hereof. (b) The Underwriter . This indemnification shall not be liable under this indemnification provision with respect in addition to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigationmay otherwise have. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a) The Underwriter agrees to shall indemnify and hold harmless the Company, the underwriter of the Contracts and each of its directors and officers Company and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, empolyee or agent of the foregoing (collectively, the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.28.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, Underwriter which consent shall may not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares or the Contracts or the performance by the parties of their obligations hereunder and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statement, prospectus or sales literature of the Trust prepared by or approved by the Trust or Underwriter (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of written statements or representations (other than statements or representations contained in the disclosure documents or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the TrustRegistration Statement, Adviser or Underwriter or persons under their -controlProspectus, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Trust; or (iv) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b) and 5.2(c) hereof. (b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.Statement of

Indemnification by the Underwriter. (a) The Underwriter agrees to indemnify and hold harmless the Company, the underwriter of the Contracts and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses") to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such Losses are related to the sale or acquisition of the Trust's Shares or the Contracts and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the Registration Statement, prospectus or sales literature of the Trust (or any amendment or supplement to any of the foregoing) (collectively, the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Trust; or (iv) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b) and 5.2(c) hereof. (b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such such action is brought otherwise than on account of this indemnification provision. in In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a) The Underwriter agrees to indemnify and hold harmless the CompanyPartnership, the underwriter of the Contracts directors and each of its directors and the officers of the General Partner who signed the Registration Statement and each person, if any, who controls the Company Partnership within the meaning of Section 15 of the 1933 Act (collectively, or Section 20 of the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.2) 1934 Act against any and all lossesloss, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged lossliability, claim, damagedamage and expense described in the indemnity contained in subsection (a) of this Section 6, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectivelyas incurred, "Losses") but only with respect to which the Indemnified Parties become subject under any statute, at common law or otherwise, insofar as such Losses are related to the sale or acquisition of the Trust's Shares or the Contracts and: (i) arise out of or are based upon any untrue statements or omissions, or alleged untrue statements of any material fact contained or omissions, made in the Registration StatementStatement (or any amendment thereto), prospectus or sales literature of the Trust Pre-Pricing Prospectus, any other preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433) (collectively, the "Trust Documents") filed or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein filed pursuant to Rule 433(d), or necessary to make the statements therein any “road show” (as defined in Rule 433) that does not misleadingconstitute an Issuer Free Writing Prospectus, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Partnership by the Underwriter or Trust expressly for use therein. The Partnership hereby acknowledges and agrees that the information furnished to the Partnership by or on behalf of the Company Underwriter expressly for use in the Registration Statement (or prospectus for any amendment thereto), in any preliminary prospectus, any Issuer Free Writing Prospectus or the Trust or in sales literature Prospectus (or any amendment or supplement) or otherwise for use in connection with the sale supplement to any of the Contracts or Trust shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document or sales literature covering the Contractsforegoing), or any amendment thereof “issuer information” (as defined in Rule 433) filed or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein filed pursuant to Rule 433(d), or necessary to make any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, consists exclusively of the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished sentence on the cover page of the Pre-Pricing Prospectus and the Prospectus relating to the Company by or on behalf delivery of the Trust; or (iv) arise as a result of any failure by Units and the Trust to provide following information appearing in the services Pre-Pricing Prospectus and furnish the materials Prospectus under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with following captions: paragraph one under the qualification representation specified in Section 3.7 Of this Agreement caption “Underwriting—Commissions and Discounts,” “Underwriting—Price Stabilization and Short Positions” and paragraph three under the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b) and 5.2(c) hereofcaption “Underwriting—Other Relationships. (b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.”

Indemnification by the Underwriter. (a) The Underwriter agrees agrees, with respect to each Portfolio that it distributes , to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "Indemnified ‘1ndemnified Parties" and individually an "Indemnified Party" ” for purposes of this Section 5.26.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares of the Portfolios that it distributes or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Fund or the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust Fund or in sales literature of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection connect ion with the sale of the Contracts or Trust the Portfolio shares; or (ii) arise out of or as a result of (a) statements or representations [by the Underwriter] (other than statements or representations contained in the disclosure documents registration statement, prospectus or sales literature for the Contracts not supplied by the Underwriter Fund or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or reckless disregard of duty of the Fund or the Underwriter or persons under the control of the Fund or the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Trust Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering or other promotional material with respect to the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated staled therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by the fund or on behalf the Underwriter or persons under the control of the TrustFund or the Underwriter, respectively; or (iv) arise as a result of any material failure by the Trust Fund or the Underwriter to provide the services and or furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b6.2(b) and 5.2(c) 6.4 hereof. (b) The Underwriter No party shall not be liable under this entitled to indemnification provision with respect to any Losses the extent that such loss, claim, damage, liability or litigation is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision In accordance with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereofSection 6.4 hereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter Parties will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of each Accountthe Separate Accounts.

Indemnification by the Underwriter. (a) The Underwriter agrees to indemnify and hold harmless the Company, the underwriter of the Contracts and each of its directors and directors, each of its officers who have signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Securities Act (collectively, the "Company Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses (including including, unless the Underwriter elects to assume the defense, the reasonable costs cost of investigating or and defending against any alleged loss, claim, damage, liability or expense claims therefor and reasonable legal fees of counsel fees incurred in connection therewith) (collectively), "Losses") to joint or several, which the Indemnified Parties become subject under any statute, at common law or otherwise, insofar as such Losses are related to the sale or acquisition of the Trust's Shares or the Contracts and: (i) arise out of or are based in whole or in part upon the Securities Act, the Exchange Act or any untrue statements other federal, state, local or foreign statute or regulation, or at common law, on the ground or alleged ground that the Registration Statement or the Prospectus (as from time to time amended and supplemented) includes or allegedly includes an untrue statements statement of any a material fact contained in the Registration Statement, prospectus or sales literature of the Trust (omits or any amendment or supplement to any of the foregoing) (collectively, the "Trust Documents") or arise out of or are based upon the omission or the alleged omission allegedly omits to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances in which they were made, not misleading, provided that this agreement to indemnify shall not apply but only insofar as to any Indemnified Party if such statement or omission of such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon upon, and in conformity with, written information furnished to the Company by the Underwriter, directly or on behalf through an agent of the Trust; or (iv) arise as a result of any failure by Underwriter, specifically for use in the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failurepreparation thereof, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made parties acknowledge and agree that the only information furnished by the Underwriter to the Company for inclusion in the Prospectus, as from time to time amended or supplemented, is the information under the caption "Plan of Distribution" in the Prospectus that does not describe this Agreement or arise out of or result from any other material breach of this Agreement by Agreement; provided, however, that in no case is the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b) and 5.2(c) hereof. (b) The Underwriter shall not to be liable under this indemnification provision with respect to any Losses to which an claims made against any Company Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in against whom the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever action is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party brought unless such Company Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such the Company Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent)Party, but failure to notify the Underwriter of any such claim shall not relieve the Underwriter it from any liability which it may have to the any Company Indemnified Party against whom Such except to the extent such failure prejudices the Underwriter's defense of such action is brought or otherwise than on account of its indemnity agreement contained in this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereofparagraph. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named participate at their own expense in the action. After notice from the Underwriter to Such party of the Underwriter's election defense, or, if they so elect, to assume the defense thereofof any suit brought to enforce any such liability, but, if the Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by them. In the event that the Underwriter elects to assume the defense of any such suit and retain such counsel, the Company Indemnified Party Shall Parties or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by itthem, and the respectively. The Underwriter will shall not be liable to Such party under this Agreement indemnify any person for any legal or other expenses subsequently incurred by settlement of any such party independently claim effected without the Underwriter's consent. This indemnity agreement is not exclusive and will be in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly addition to notify any liability which the Underwriter of the commencement of might otherwise have and shall not limit any litigation rights or proceedings against it remedies which may otherwise be available at law or in equity to any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each AccountCompany Indemnified Party.

Indemnification by the Underwriter. (a) The Underwriter agrees agrees, with respect to each Portfolio that it distributes, to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.26.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the 10 Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares of the Portfolios that it distributes or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Fund or the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust Fund or in sales literature of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust the Portfolio shares; or (ii) arise out of or as a result of (a) statements or representations [by the Underwriter] (other than statements or representations contained in the disclosure documents registration statement, prospectus or sales literature for the Contracts not supplied by the Underwriter Fund or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or reckless disregard of duty of the Fund or the Underwriter or persons under the control of the Fund or the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Trust Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering or other promotional material with respect to the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by the Fund or on behalf the Underwriter or persons under the control of the TrustFund or the Underwriter, respectively; or (iv) arise as a result of any material failure by the Trust Fund or the Underwriter to provide the services and or furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b6.2(b) and 5.2(c) 6.4 hereof. (b) The Underwriter No party shall not be liable under this entitled to indemnification provision with respect to any Losses the extent that such loss, claim, damage, liability or litigation is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision In accordance with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereofSection 6.4 hereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter Parties will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of each Accountthe Separate Accounts.

Indemnification by the Underwriter. 9.2 (a) The Underwriter agrees to shall indemnify and hold harmless the Company, the underwriter of the Contracts and each of its directors and officers Company and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.29.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, Underwriter which consent shall may not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares or the Contracts or the performance by the parties of their obligations hereunder and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statement, prospectus or sales literature of the Trust prepared by or approved by the Trust or Underwriter (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of written statements or representations (other than statements or representations contained in the disclosure documents Registration Statement, Prospectus, Statement of Additional Information or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlits control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document Registration Statement, Prospectus, Statement of Additional Information or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the TrustUnderwriter; or (iv) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b9.2(b) and 5.2(c9.2(c) hereof. (b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a) The Underwriter agrees to shall indemnify and hold harmless the Company and the Company, the underwriter of the Contracts ’s affiliates and each of its directors and officers their respective directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the Exchange Act (collectively, collectively the "“Company Indemnified Parties" ” and individually an "each a “Company Indemnified Party" for purposes of this Section 5.2”) from and against any and all losses, claims, damages, damages or liabilities (including amounts paid in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses") to which the Indemnified Parties become subject under any statute, at common law or otherwise, insofar as such Losses are related to the sale or acquisition of the Trust's Shares or the Contracts and: arising out (i) arise out of or are based upon any untrue statements or alleged untrue statements statement of any a material fact contained in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, the Registration StatementStatement or the Prospectus, prospectus or sales literature of the Trust (or in any amendment or supplement to any of thereto, or (ii) the foregoing) (collectively, the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, provided but in each case only to the extent that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of such alleged the untrue statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of Information and shall reimburse the Company for use in the Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Trust; or (iv) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b) and 5.2(c) hereof. (b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently reasonably incurred by such party independently in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 8(b), in no event shall any indemnity by the Underwriter under this Section 8(b) exceed the total discounts received by the Underwriter in connection with the defense thereof other than reasonable costs of investigationOffering. The indemnification obligations under this Section 8(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a) The Underwriter agrees to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees, or agents and each person, if any, who controls the Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the "Indemnified Parties" and individually an "Indemnified Party" “indemnified parties” for purposes of this Section 5.28.2) against any and all losses, claims, damages, liabilities and income taxes and related penalties (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) ), or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties indemnified parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares ’s shares or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus prospectus, or statement of additional information for the Trust, or sales literature or other promotional material of the Trust or related to the sale and distribution of the Contracts if prepared by the Underwriter or any of its affiliates or agents (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in light of the circumstances in which they were made; provided that this agreement to indemnify shall not apply as to any Indemnified Party indemnified party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or the Trust by or on behalf of the Company for use in the Registration Statement registration statement, prospectus, or prospectus statement of additional information for the Trust or in sales literature of the Trust (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents Contracts or in the Contract or Trust registration statement, the Contract or Trust prospectus, statement of additional information, or sales literature or other promotional material for the Contracts or of the Trust not supplied by the Underwriter or persons under its controlthe control of the Underwriter) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlthe control of the Underwriter, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, Prospectus, statement of additional information, or sales literature or other promotional material covering the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleadingmisleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Underwriter or the Trust; or (iv) arise as a result of any failure by the Trust Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation diversification requirements and procedures related thereto specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b8.2(b) and 5.2(c) 8.4 hereof. This indemnification shall be in addition to any liability which the Underwriter may otherwise have. (b) The No party shall be entitled to indemnification by the Underwriter shall not be liable under this indemnification provision with respect if such loss, claim, damage, liability or litigation is due to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, gross negligence, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter indemnified parties will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Contracts or the operation of each Separate Account.

Indemnification by the Underwriter. (a8.2(a) The Underwriter agrees to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors directors, officers and officers employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the an "Indemnified Parties" and individually an individually, "Indemnified Party," for purposes of this Section 5.2Section.8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares of a Fund or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus prospectus, statement of additional information or sales literature of the Trust (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus registration statement, prospectus, statement of additional information for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents registration statement, prospectus, statement of additional information or sales literature for the Contracts not supplied by the Underwriter Trust or persons under its controlcontrol and other than statements or representations authorized by the Company) or wrongful unlawful conduct of the Trust, Adviser Underwriter(s) or Underwriter or persons under their -controlcontrol, with respect to the sale or distribution of the Contracts or Trust Fund shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Trust; or (iv) arise as a result of any material failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failureAgreement, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Trust or Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b8.2(b) and 5.2(c8.2(c) hereof. (b8.2(b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which losses, claims, damages, liabilities, or litigation incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such Indemnified Party's may arise from the willful misfeasance, bad faith, or gross negligence on the part of any of the Indemnified Parties in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicableAgreement. (c8.2(c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such such action is brought otherwise than on account of this indemnification provision. in In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Underwriter to Such such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d8.2(d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a) The Underwriter agrees agrees, with respect to each Portfolio that it distributes, to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually an "Indemnified Party" ” for purposes of this Section 5.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares of the Portfolios that it distributes or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust Fund or in sales literature of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust the Portfolio shares; or (ii) arise out of or as a result of (a) statements or representations (other than statements or representations contained in the disclosure documents registration statement, prospectus or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of Fund, the Trust, Adviser or Underwriter or persons under their -controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or reckless disregard of duty of the Fund, the Underwriter or persons under the control of the Fund or the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Trust Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering or other promotional material with respect to the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by the Fund or on behalf the Underwriter or persons under the control of the TrustFund or the Underwriter, respectively; or (iv) arise as a result of any material failure by the Trust Fund or the Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b6.2(b) and 5.2(c) 6.3 hereof. (b) The Underwriter No party shall not be liable under this entitled to indemnification provision with respect to any Losses the extent that such loss, claim, damage, liability or litigation is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision In accordance with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereofSection 6.3 hereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter Parties will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of each Accountthe Separate Accounts.

Indemnification by the Underwriter. (a) The Underwriter agrees to indemnify and hold harmless the Company, the underwriter of the Contracts and each Selling Stockholder, its respective directors, each of its directors and officers who signed the Registration Statement, employees and each person, if any, who controls the Company or the Selling Shareholder within the meaning of Section 15 of the 1933 Securities Act (collectively, or Section 20 of the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.2) Exchange Act against any and all lossesloss, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged lossliability, claim, damagedamage and expense described in the indemnity contained in subsection (a) of this Section 10, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectivelyas incurred, "Losses") but only with respect to which the Indemnified Parties become subject under any statute, at common law or otherwise, insofar as such Losses are related to the sale or acquisition of the Trust's Shares or the Contracts and: (i) arise out of or are based upon any untrue statements or omissions, or alleged untrue statements of any material fact contained or omissions, made in the Registration StatementStatement (or any amendment thereto), prospectus or sales literature of in any preliminary prospectus, any Issuer Free Writing Prospectus, the Trust Pricing Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Underwriter or Trust by or on behalf of expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or prospectus for the Trust any amendment thereto), or in sales literature any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement) or otherwise for use in connection with the sale supplement to any of the Contracts or Trust shares; or foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Prospectus: (i) the information in the fifth paragraph under the heading “Underwriting” relating to commissions and discounts, (ii) arise out the information in the eleventh, twelfth and thirteenth paragraphs under the heading “Underwriting” relating to price stabilization, short positions and penalty bids, and (iii) the information in the fifteenth paragraph under the heading “Underwriting” relating to electronic offer, sale and distribution of or as a result of statements or representations (other than statements or representations shares in each case contained in the disclosure documents or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -control, with respect to the sale or distribution of the Contracts or Trust shares; or Prospectus (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Trust; or (iv) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b) and 5.2(c) hereof. (b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Partiesinformation, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the “Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation’s Information”). (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a) The Underwriter agrees agrees, with respect to each Portfolio that it distributes, to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls or is under common control with the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually an "Indemnified Party" ” for purposes of this Section 5.28.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares of the Portfolios that it distributes or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Fund, the Transfer Agent or the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust Fund or in sales literature of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust the Portfolio shares; or (ii) arise out of or as a result of (a) statements or representations (other than statements or representations contained in the disclosure documents registration statement, prospectus or sales literature for the Contracts not supplied by the Underwriter Fund or persons under its control) the Transfer Agent or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or reckless disregard of duty of the Fund or the Transfer Agent or the Underwriter or persons under the control of the Fund or the Transfer Agent or the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Trust Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering or other promotional material with respect to the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by the Fund or on behalf the Transfer Agent or the Underwriter or persons under the control of the TrustFund or the Transfer Agent or the Underwriter, respectively; or (iv) arise as a result of any material failure by the Trust Underwriter to provide the services and furnish the materials under in compliance with the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b8.2(b) and 5.2(c) 8.4 hereof. (b) The Underwriter No party shall not be liable under this entitled to indemnification provision with respect to any Losses the extent that such loss, claim, damage, liability or litigation is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision In accordance with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereofSection 8.4 hereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter Parties will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of each Accountthe Separate Accounts.

Indemnification by the Underwriter. (a) The Underwriter agrees to shall indemnify and hold harmless the Company, the underwriter of the Contracts and each of its directors and officers Company and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.28.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, Underwriter which consent shall may not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares or the Contracts or the performance by the parties of their obligations thereunder and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statement, prospectus or sales literature of the Trust prepared by or approved by the Trust or Underwriter (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of written statements or representations (other than statements or representations contained in the disclosure documents Registration Statement, Prospectus, Statement of Additional Information, private placement memorandum or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlits control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document Registration Statement, Prospectus, Statement of Additional Information, private placement memorandum or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the TrustUnderwriter; or (iv) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b8.2(b) and 5.2(c8.2(c) hereof. (b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a) The Underwriter agrees to Underwriter, on its own behalf and on behalf of the Fund, indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, employees or agents and each person, if any, who controls or is associated with the Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the "Indemnified Parties" and individually an "Indemnified Partyindemnified parties" for purposes of this Section 5.28.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties indemnified parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses are related to the sale losses, claims, damages, liabilities or acquisition of the Trust's Shares expenses (or the Contracts andactions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectivelyor of the Company relating to the Fund if approved or deemed to be approved by the Fund pursuant to Sections 4.1 and 4.2, the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in light of the circumstances in which they were made; provided that this agreement to indemnify shall not apply as to any Indemnified Party indemnified party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust Fund by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust Fund or in sales literature or other promotional material of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents Contracts or in the Contract or Fund registration statement, the Contract or Fund prospectus, statement of additional information, or sales literature or other promotional material for the Contracts or of the Fund not supplied by the Underwriter or the Fund or persons under its controlthe control of the Underwriter or the Fund respectively) or wrongful conduct of the Trust, Adviser Underwriter or Underwriter the Fund or persons under their -controlthe control of the Underwriter or the Fund respectively, with respect to the sale or distribution of the Contracts or Trust Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature or other promotional material covering the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleadingmisleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the TrustUnderwriter or the Fund or persons under the control of the Underwriter or the Fund; or (iv) arise as a result of any failure by the Trust Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation diversification requirements and procedures related thereto specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the UnderwriterUnderwriter or the Fund; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b8.2(b) and 5.2(c) 8.3 hereof. This indemnification shall be in addition to any liability which the Underwriter may otherwise have. (b) The Underwriter No party shall not be liable under this entitled to indemnification provision with respect if such loss, claim, damage, liability or litigation is due to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter indemnified parties will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Contracts or the operation of each the Account.

Indemnification by the Underwriter. (a) The Underwriter agrees to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees, or agents and each person, if any, who controls the Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the "Indemnified Parties" and individually an "Indemnified Partyindemnified parties" for purposes of this Section 5.28.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter), which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties indemnified parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus prospectus, or statement of additional information for the Trust, or sales literature or other promotional material of the Trust (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in light of the circumstances in which they were made; provided that this agreement to indemnify shall not apply as to any Indemnified Party indemnified party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; orin (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents Contracts or in the Contract or Trust registration statement, the Contract or Trust prospectus, statement of additional information, or sales literature or other promotional material for the Contracts or of the Trust not supplied by the Underwriter or persons under its controlthe control of the Underwriter) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlthe control of the Underwriter, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information, or sales literature or other promotional material covering the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleadingmisleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the TrustUnderwriter or persons under the control of the Underwriter; or (iv) arise as a result of any failure by the Underwriter or the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation diversification requirements and procedures related thereto specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b) and 5.2(c) hereof.; (b) The No party shall be entitled to indemnification by the Underwriter shall not be liable under this indemnification provision with respect if such loss, claim, damage, liability or litigation is due to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, gross negligence, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter indemnified parties will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Contracts or the operation of each Separate Account.

Indemnification by the Underwriter. (a) The Underwriter agrees agrees, with respect to each Portfolio that it distributes, to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually an "Indemnified Party" ” for purposes of this Section 5.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares of the Portfolios that it distributes or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Funds or sales literature or other promotional material of the Trust Funds (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Funds or the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust Funds or in sales literature of the Funds (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust the Portfolio shares; or (ii) arise out of or as a result of (a) statements or representations by or on behalf of the Underwriter (other than statements or representations contained in the disclosure documents registration statement, prospectus or sales literature for the Contracts not supplied by the Underwriter or persons under its controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, negligence or wrongful conduct reckless disregard of duty of the Trust, Adviser or Underwriter or persons under their -controlthe control of the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Trust Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering or other promotional material with respect to the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by the Underwriter or on behalf persons under the control of the TrustUnderwriter; or (iv) arise as a result of any material failure by the Trust Underwriter to provide the services perform its duties and furnish the materials obligations under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b6.2(b) and 5.2(c) 6.4 hereof. (b) The Underwriter No party shall not be liable under this entitled to indemnification provision with respect to any Losses the extent that such loss, claim, damage, liability or litigation is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, negligence or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision In accordance with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereofSection 6.4 hereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter Parties will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of each Accountthe Separate Accounts.

Indemnification by the Underwriter. (a) The Underwriter agrees agrees, with respect to each Fund that it distributes, to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually an "Indemnified PartyINDEMNIFIED PARTIES" for purposes of this Section 5.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares of the Fund that it distributes or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust Fund or in sales literature of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust the Fund shares; or (ii) arise out of or as a result of (a) statements or representations (other than statements or representations contained in the disclosure documents registration statement, prospectus or sales literature for the Contracts not supplied by the Underwriter or persons under its controlcontrol and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or wrongful conduct reckless disregard of duty of the Trust, Adviser or Underwriter or persons under their -control, the control of the Underwriter with respect to the sale or distribution of the Contracts or Trust Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering or other promotional material with respect to the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by the Underwriter or on behalf persons under the control of the TrustUnderwriter; or (iv) arise as a result of any material failure by the Trust Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b6.2(b) and 5.2(c) 6.4 hereof. (b) The Underwriter No party shall not be liable under this entitled to indemnification provision with respect to any Losses the extent that such loss, claim, damage, liability or litigation is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision In accordance with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereofSection 6.4 hereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter Parties will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of each Accountthe Separate Accounts.

Indemnification by the Underwriter. (a) The Underwriter agrees agrees, with respect to each Portfolio that it distributes, to indemnify and hold harmless the Company, the underwriter of the Contracts Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually an "Indemnified PartyINDEMNIFIED PARTIES" for purposes of this Section 5.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares of the Portfolios that it distributes or the Contracts and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statementregistration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Fund or the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement registration statement, prospectus or prospectus statement of additional information for the Trust Fund or in sales literature of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust the Portfolio shares; or (ii) arise out of or as a result of (a) statements or representations (other than statements or representations contained in the disclosure documents registration statement, prospectus or sales literature for the Contracts not supplied by the Underwriter Fund or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or reckless disregard of duty of the Fund or the Underwriter or persons under the control of the Fund or the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Trust Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document registration statement, prospectus, statement of additional information or sales literature covering or other promotional material with respect to the Contracts, Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by the Fund or on behalf the Underwriter or persons under the control of the TrustFund or the Underwriter, respectively; or (iv) arise as a result of any material failure by the Trust Fund or the Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the UnderwriterUnderwriter or the Fund; as limited by and except to the extent provided in accordance with the provisions of Sections 5.2(b6.2(b) and 5.2(c) 6.3 hereof. (b) The Underwriter No party shall not be liable under this entitled to indemnification provision with respect to any Losses the extent that such loss, claim, damage, liability or litigation is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's the willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or duty by the Account, whichever is applicableparty seeking indemnification. (c) The Underwriter shall not be liable under this indemnification provision In accordance with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the Underwriter's election to assume the defense thereofSection 6.3 hereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter Parties will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of each Accountthe Separate Accounts.

Indemnification by the Underwriter. (a) The Underwriter agrees to shall indemnify and hold harmless the Company, the underwriter of the Contracts and each of its directors and officers Company and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.29.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, Underwriter which consent shall may not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, regulation or at common law or otherwiselaw, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares shares or the Contracts or the performance by the parties of their obligations hereunder and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statement, prospectus or sales literature of the Trust prepared by or approved by the Trust or Underwriter (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of written statements or representations (other than statements or representations contained in the disclosure documents Registration Statement, Prospectus, Statement of Additional Information or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlits control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document Registration Statement, Prospectus, Statement of Additional Information or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the TrustUnderwriter; or (iv) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the UnderwriterUnderwriter or result from a breach of Article VII; as limited by and in accordance with the provisions of Sections 5.2(b9.2(b) and 5.2(c9.2(c) hereof. (b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party would otherwise be subject by reason of such Indemnified Party's for willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent)) on the basis of which the Indemnified Party should reasonably know of the availability of indemnity hereunder in respect of such claim, but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such such action is brought otherwise than on account of this indemnification provision. in In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party Indemnified Party named in the action. After notice from the Underwriter to Such party such Indemnified Party of the Underwriter's election to assume the defense thereof, the Indemnified Party Shall shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such party Indemnified Party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

Indemnification by the Underwriter. (a) The Underwriter agrees to shall indemnify and hold harmless the Company, the underwriter of the Contracts and each of its directors and officers Company and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "“Indemnified Parties" and individually an "Indemnified Party" ” for purposes of this Section 5.29.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, Underwriter which consent shall may not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's Shares ’s shares or the Contracts or the performance by the parties of their obligations hereunder and: (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the Registration Statement, prospectus or sales literature of the Trust prepared by or approved by the Trust or Underwriter (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of written statements or representations made by or on behalf of the Underwriter (other than statements or representations contained in the disclosure documents Registration Statement, Prospectus, Statement of Additional Information or sales literature for the Contracts not supplied by the Underwriter or persons under its control) of the Underwriter or persons under its control, or wrongful conduct of the Trust, Adviser or Underwriter or persons under their -controlits control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document Registration Statement, Prospectus, Statement of Additional Information or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the TrustUnderwriter; or (iv) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; provided, however, that the indemnification by the Underwriter shall be as limited by and in accordance with the provisions of Sections 5.2(b9.2(b) and 5.2(c9.2(c) hereof. (b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such may arise from such Indemnified Party's ’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's ’s duties or by reason of such Indemnified Party's ’s reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent)) on the basis of which the Indemnified Party should reasonably know of the availability of indemnity hereunder in respect of such claim, but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such such action is brought otherwise than on account of this indemnification provision. in In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party Indemnified Party named in the action. After notice from the Underwriter to Such party such Indemnified Party of the Underwriter's ’s election to assume the defense thereof, the Indemnified Party Shall shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such party Indemnified Party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees shall promptly to notify the Underwriter of the Trust of the commencement of any litigation or proceedings against it or any of its officers or directors directors, in connection with the issuance or sale of the Contracts or the operation of each Account. (e) The provisions of this Section 9.2 shall survive any termination of this Agreement.

Indemnification by the Underwriter. (a) The Underwriter agrees to indemnify and hold harmless the Company, the underwriter of the Contracts and each Selling Stockholder, its respective directors, each of its directors and officers who signed the Registration Statement, employees and each person, if any, who controls the Company or the Selling Shareholder within the meaning of Section 15 of the 1933 Securities Act (collectively, or Section 20 of the "Indemnified Parties" and individually an "Indemnified Party" for purposes of this Section 5.2) Exchange Act against any and all lossesloss, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged lossliability, claim, damagedamage and expense described in the indemnity contained in subsection (a) of this Section 10, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectivelyas incurred, "Losses") but only with respect to which the Indemnified Parties become subject under any statute, at common law or otherwise, insofar as such Losses are related to the sale or acquisition of the Trust's Shares or the Contracts and: (i) arise out of or are based upon any untrue statements or omissions, or alleged untrue statements of any material fact contained or omissions, made in the Registration StatementStatement (or any amendment thereto), prospectus or sales literature of in any preliminary prospectus, any Issuer Free Writing Prospectus, the Trust Pricing Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing) (collectively), the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Underwriter or Trust by or on behalf of expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or prospectus for the Trust any amendment thereto), or in sales literature any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement) or otherwise for use in connection with the sale supplement to any of the Contracts or Trust shares; or foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Prospectus: (i) the information regarding the concession and reallowance appearing in the paragraph appearing under the heading “Underwriting Discounts and Expenses” under such caption and (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the disclosure documents or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trustinformation regarding stabilization, Adviser or Underwriter or persons under their -control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a disclosure document or sales literature syndicate covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Trust; or (iv) arise as a result of any failure by the Trust to provide the services transactions and furnish the materials penalty bids appearing under the terms of this Agreement heading “Price Stabilization, Short Positions and Penalty Bids” under such caption (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 3.7 Of this Agreement and the diversification requirements specified in Section 3.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by but only insofar as such information concerns the Underwriter; as limited by and in accordance with the provisions of Sections 5.2(b) and 5.2(c) hereof. (b) The Underwriter shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom Such action is brought otherwise than on account of this indemnification provision. in case any such action is brought against the Indemnified Partiesinformation, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to Such party of the “Underwriter's election to assume the defense thereof, the Indemnified Party Shall bear the expenses of any additional counsel retained by it, and the Underwriter will not be liable to Such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation’s Information”). (d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.