Common use of Sale of Fund Shares 1 Clause in Contracts

Sale of Fund Shares 1. 1. The Fund and the Underwriter agree to sell to the Company those shares of the Fund which the Company orders on behalf of the Account, executing such orders on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund. For purposes of this Section 1.1, the Company shall be the designee of the Fund for receipt of such orders from the Account and receipt by such designee shall constitute receipt by the Fund; provided that the Fund receives notice of such order by 10:00 a.m. Eastern Time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC. 1.2. The Company shall pay for Fund shares on the next Business Day after it places an order to purchase Fund shares in accordance with Section 1.1 hereof. Payment shall be in federal funds transmitted by wire by 1 p.m. Eastern time (unless the Fund determines and so advises the Company that sufficient proceeds are available from redemption of shares of other Portfolios, effected pursuant to redemption requests tendered by the Company on behalf of the Account). Upon receipt by the Fund or its designee of federal funds so wired such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund. 1.3. The Fund agrees to make its shares available indefinitely for purchase at the applicable net asset value per share by Participating Insurance Companies and their separate accounts on those days on which the Fund calculates its net asset value pursuant to rules of the SEC; provided, however, that the Fund may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action (a) is required by law or by regulatory authorities having jurisdiction, (b) is, in the sole discretion of the Board of Trustees of the Fund (hereinafter the "Fund Board"), acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of any Portfolio, or (c) is required by any policies that the Fund Board has adopted or approved and that are applicable to all Participating Insurance Companies. If the Fund Board refuses to sell shares to the Company, the Company shall have the right to terminate this Agreement in accordance with section 10.1(b) of this Agreement. 1.4. The Fund and the Underwriter agree that shares of the Fund will be sold only to (i) Participating Insurance Companies and their separate accounts; and (ii) Plans and persons participating in such Plans ("participants"), or (iii) such other persons as are permitted under applicable provisions of the Internal Revenue Code of 1986, as amended, (the "Internal Revenue Code"), and regulations promulgated thereunder, the sale to which will not impair the tax treatment currently afforded the Contracts. No shares of any Portfolio will be sold to the general public. 1.5. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as this Agreement to govern such sales. The Fund shall make available upon written request from the Company, at the Company's expense, (i) a list of all other Participating Insurance Companies and (ii) a copy of the Participation Agreement executed by any other Participating Insurance Company. 1.6. The Fund agrees to redeem for cash, upon the Company's request, any full or fractional shares of the Fund held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its agent of the request for redemption. For purposes of this Section 1.6, the Company shall be the designee of the Fund for receipt of requests for redemption from each Account and receipt by such designee shall constitute receipt by the Fund; provided the Fund receives notice of request for redemption by 10:00 a.m. Eastern Time on the next following Business Day. Payment shall be in federal funds transmitted by wire to the Company's account as designated by the Company in writing from time to time, on the same Business Day the Fund receives notice of the redemption order from the Company, except that the Fund reserves the right to delay payment of redemption proceeds, but in no event may such payment be delayed longer than the period permitted under Section 22(e) of the 1940 Act. The Fund agrees to notify the Company if it intends to delay payment of redemption proceeds in accordance with its rights under Section 22(e). After redemption proceeds are received by the Company, neither the Fund nor the Underwriter shall bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds; the Company alone shall be responsible for such action. If notification of redemption is received after 10:00 a.m. Eastern Time, payment for redeemed shares will be made on the next following Business Day. 1.7. The Company agrees to purchase and redeem the shares of the Portfolios of the Fund named in Schedule 2 offered by the then current prospectus of the Fund in accordance with the provisions of such prospectus, provided that such provisions are also consistent with the terms of this Agreement. Without limiting the scope or effect of the foregoing, on any given Business Day, the Company shall submit orders to purchase or redeem shares of any Portfolio in a manner consistent with the pricing requirements of Rule 22c-1 under the 1940 Act. The Company shall submit one net order for the Portfolio to the Fund or its designee. However, the Fund reserves the right to obtain the breakdown of any net order per contractowner. With respect to payment of the purchase price by the Company and of redemption proceeds by the Fund, the Company and the Fund, as appropriate, shall net purchase and redemption orders with respect to each Portfolio and shall transmit one net payment for all of the Portfolios. 1.8. Issuance and transfer of the Fund's shares will be by book entry only. Stock certificates will not be issued to the Company or the Account. Purchase and redemption orders for Fund shares will be recorded in an appropriate title for the Account or the appropriate subaccount of the Account. 1.9. The Fund shall furnish notice to the Company as soon as reasonably practicable, but no later than two business days prior to any described action, of any income, dividends or capital gain distributions payable on the Fund's shares. The Company hereby elects to receive all such dividends and distributions as are payable on the Portfolio shares in the form of additional shares of that Portfolio. The Company reserves the right to revoke this election and to receive all such dividends and distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of dividends and distributions on the same business day that such dividend or distribution is made. 1.10. The Fund shall make the net asset value per share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 5:50 p.m., Eastern Time, each business day. In the event that the Fund is unable to meet the 5:50 time stated herein, it shall provide additional time for the Company to place orders for the purchase and redemption of shares. Such additional time shall be equal to the additional time which the Fund takes to make the net asset value available to the Company. However, in the event the Fund makes the net asset value available the following business day, the Company will have until 10:00 a.m. or two hours after such notice (whichever is later) to place orders for the purchase and redemption of shares. In the event of an error in a Portfolio's net asset value per share which, in accordance with procedures adopted by the Fund's Board consistent with views expressed by the staff of the SEC regarding appropriate error correction standards, as shall be in effect or amended from time to time, requires adjustment to transactions previously effected on behalf of the Account (a "Pricing Error"), the shall notify the Company as soon as possible after discovery of the Pricing Error. Such notification may be oral, but shall be confirmed in writing within 24 hours. In such event, the Fund shall recompute all Account share transactions that were based on the Pricing Error and credit or debit the Account's account so that the Account has the correct number of Portfolio's shares had all those transactions had been correctly priced. Notwithstanding anything else in this Section 1.10, neither the Fund, any Portfolio, the Underwriter, nor any of their affiliates shall be liable for any information provided to the Company pursuant to this Agreement which information is based on incorrect information supplied by the Company to the Fund or the Underwriter. 1.11 Without limiting the scope or effect of Section 1.7 hereof, the Company agrees to cooperate with the Fund and the Underwriter to prevent any person exercising, or purporting to exercise, rights or privileges under one or more Contracts from engaging in any trading practices in any Portfolio that the Fund Board determines, in good faith and in its sole discretion, to be detrimental or potentially detrimental to the other shareholders of the Portfolio, or to be in contravention of any law or regulation including, without limitation, Section 22 of the 1940 Act and the rules thereunder. Such cooperation may include, but shall not be limited to, identifying the person or persons engaging in such trading practices, facilitating the imposition of any applicable redemption fee on such person or persons, limiting the telephonic or electronic trading privileges of such person or persons, and taking such other remedial steps, all to the extent permitted or required by applicable law. ARTICLE II.

Sale of Fund Shares 1. 1. The Fund and the Underwriter agree to sell to the Company those shares of the Fund which the Company orders on behalf of the Account, executing such orders on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund. For purposes of this Section 1.1, the Company shall be the designee of the Fund for receipt of such orders from the Account and receipt by such designee shall constitute receipt by the Fund; provided that the Fund receives notice of such order by 10:00 a.m. Eastern Time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC. 1.2. The Company shall pay for Fund shares on the next Business Day after it places an order to purchase Fund shares in accordance with Section 1.1 hereof. Payment shall be in federal funds transmitted by wire by 1 p.m. Eastern time (unless the Fund determines and so advises the Company that sufficient proceeds are available from redemption of shares of other Portfolios, effected pursuant to redemption requests tendered by the Company on behalf of the Account). Upon receipt by the Fund or its designee of federal funds so wired such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund. 1.3. The Fund agrees to make its shares available indefinitely for purchase at the applicable net asset value per share by Participating Insurance Companies and their separate accounts on those days on which the Fund calculates its net asset value pursuant to rules of the SEC; provided, however, that the Fund may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action (a) is required by law or by regulatory authorities having jurisdiction, (b) is, in the sole discretion of the Board of Trustees of the Fund (hereinafter the "Fund Board"), acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of any Portfolio, or (c) is required by any policies that the Fund Board has adopted or approved and that are applicable to all Participating Insurance Companies. If the Fund Board refuses to sell shares to the Company, the Company shall have the right to terminate this Agreement in accordance with section 10.1(b) of this Agreement. 1.4. The Fund and the Underwriter agree that shares of the Fund will be sold only to (i) Participating Insurance Companies and their separate accounts; and (ii) Plans and persons participating in such Plans ("participants"), or (iii) such other persons as are permitted under applicable provisions of the Internal Revenue Code of 1986, as amended, (the "Internal Revenue Code"), and regulations promulgated thereunder, the sale to which will not impair the tax treatment currently afforded the Contracts. No shares of any Portfolio will be sold to the general public. 1.5. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless the parties enter into an agreement containing provisions substantially the same as this Agreement to govern such sales. The Fund shall make available upon written request from the Company, at the Company's expense, (i) a list of all other Participating Insurance Companies and (ii) a copy of the Participation Agreement executed by any other Participating Insurance Company. 1.6. The Fund agrees to redeem for cash, upon the Company's request, any full or fractional shares of the Fund held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its agent of the request for redemption. For purposes of this Section 1.6, the Company shall be the designee of the Fund for receipt of requests for redemption from each Account and receipt by such designee shall constitute receipt by the Fund; provided the Fund receives notice of request for redemption by 10:00 a.m. Eastern Time on the next following Business Day. Payment shall be in federal funds transmitted by wire to the Company's account as designated by the Company in writing from time to time, on the same Business Day the Fund receives notice of the redemption order from the Company, except that the Fund reserves the right to delay payment of redemption proceeds, but in no event may such payment be delayed longer than the period permitted under Section 22(e) of the 1940 Act. The Fund agrees to notify the Company if it intends to delay payment of redemption proceeds in accordance with its rights under Section 22(e). After redemption proceeds are received by the Company, neither the Fund nor the Underwriter shall bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds; the Company alone shall be responsible for such action. If notification of redemption is received after 10:00 a.m. Eastern Time, payment for redeemed shares will be made on the next following Business Day. 1.7. The Company agrees to purchase and redeem the shares of the Portfolios of the Fund named in Schedule 2 offered by the then current prospectus of the Fund in accordance with the provisions of such prospectus, provided that such provisions are also consistent with the terms of this Agreement. Without limiting the scope or effect of the foregoing, on any given Business Day, the Company shall submit orders to purchase or redeem shares of any Portfolio in a manner consistent with the pricing requirements of Rule 22c-1 under the 1940 Act. The Company shall submit one net order for the Portfolio to the Fund or its designee. However, the Fund reserves the right to obtain the breakdown of any net order per contractowner. With respect to payment of the purchase price by the Company and of redemption proceeds by the Fund, the Company and the Fund, as appropriate, shall net purchase and redemption orders with respect to each Portfolio and shall transmit one net payment for all of the Portfolios. 1.8. Issuance and transfer of the Fund's shares will be by book entry only. Stock certificates will not be issued to the Company or the Account. Purchase and redemption orders for Fund shares will be recorded in an appropriate title for the Account or the appropriate subaccount of the Account. 1.9. The Fund shall furnish notice to the Company as soon as reasonably practicable, but no later than two business days prior to any described action, of any income, dividends or capital gain distributions payable on the Fund's shares. The Company hereby elects to receive all such dividends and distributions as are payable on the Portfolio shares in the form of additional shares of that Portfolio. The Company reserves the right to revoke this election and to receive all such dividends and distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of dividends and distributions on the same business day that such dividend or distribution is made. 1.10. The Fund shall make the net asset value per share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 5:50 p.m., Eastern Time, each business day. In the event that the Fund is unable to meet the 5:50 time stated herein, it shall provide additional time for the Company to place orders for the purchase and redemption of shares. Such additional time shall be equal to the additional time which the Fund takes to make the net asset value available to the Company. However, in the event the Fund makes the net asset value available the following business day, the Company will have until 10:00 a.m. or two hours after such notice (whichever is later) to place orders for the purchase and redemption of shares. In the event of an error in a Portfolio's net asset value per share which, in accordance with procedures adopted by the Fund's Board consistent with views expressed by the staff of the SEC regarding appropriate error correction standards, as shall be in effect or amended from time to time, requires adjustment to transactions previously effected on behalf of the Account (a "Pricing Error"), the Fund shall notify the Company as soon as possible after discovery of the Pricing Error. Such notification may be oral, but shall be confirmed in writing within 24 hours. In such event, the Fund shall recompute all Account share transactions that were based on the Pricing Error and credit or debit the Account's account so that the Account has the correct number of Portfolio's shares had all those transactions had been correctly priced. Notwithstanding anything else in this Section 1.10, neither the Fund, any Portfolio, the Underwriter, nor any of their affiliates shall be liable for any information provided to the Company pursuant to this Agreement which information is based on incorrect information supplied by the Company to the Fund or the Underwriter. 1.11 Without limiting the scope or effect of Section 1.7 hereof, the Company agrees to cooperate with the Fund and the Underwriter to prevent any person exercising, or purporting to exercise, rights or privileges under one or more Contracts from engaging in any trading practices in any Portfolio that the Fund Board determines, in good faith and in its sole discretion, to be detrimental or potentially detrimental to the other shareholders of the Portfolio, or to be in contravention of any law or regulation including, without limitation, Section 22 of the 1940 Act and the rules thereunder. Such cooperation may include, but shall not be limited to, identifying the person or persons engaging in such trading practices, facilitating the imposition of any applicable redemption fee on such person or persons, limiting the telephonic or electronic trading privileges of such person or persons, and taking such other remedial steps, all to the extent permitted or required by applicable law. ARTICLE II.

Sale of Fund Shares 1. 1. The Fund and the Underwriter agree agrees to sell to the Company those shares of the Fund which the Company orders on behalf of the Account, executing such orders on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund. For purposes of this Section 1.1, the Company shall be the designee of the Fund for receipt of such orders from the each Account and receipt by such designee shall constitute receipt by the Fund; provided that the Fund receives notice of such order by 10:00 a.m. Eastern Time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC. 1.2. The Company shall pay for Fund shares on the next Business Day after it places an order to purchase Fund shares in accordance with Section 1.1 hereof. Payment shall be in federal funds transmitted by wire by 1 p.m. Eastern time (unless the Fund determines and so advises the Company that sufficient proceeds are available from redemption of shares of other Portfolios, effected pursuant to redemption requests tendered by the Company on behalf of the Account). Upon receipt by the Fund or its designee of federal funds so wired such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fundwire. 1.3. The Fund agrees to make its shares available indefinitely for purchase at the applicable net asset value per share by Participating Insurance Companies and their separate accounts on those days on which the Fund calculates its net asset value pursuant to rules of the SEC; provided, however, that the Board of Trustees of the Fund (hereinafter the "Directors") may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action (a) is required by law or by regulatory authorities having jurisdiction, (b) jurisdiction or is, in the sole discretion of the Board of Trustees of the Fund (hereinafter the "Fund Board")Directors, acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of any Portfolio, or (c) is required by any policies that the Fund Board has adopted or approved and that are applicable to all Participating Insurance Companies. If the Fund Board refuses to sell shares to the Company, the Company shall have the right to terminate this Agreement in accordance with section 10.1(b) of this Agreement. 1.4. The Fund and the Underwriter agree that shares of the Fund will be sold only to (i) Participating Insurance Companies and their separate accounts; , qualified pension and (ii) Plans and persons participating in such Plans ("participants"), retirement plans or (iii) such other persons as are permitted under applicable provisions of the Internal Revenue Code of 1986, as amended, (the "Internal Revenue Code"), and regulations promulgated thereunder, the sale to which will not impair the tax treatment currently afforded the Contractscontracts. No shares of any Portfolio will be sold to the general public. 1.5. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III, V, and VII of this Agreement are in effect to govern such sales. The Fund shall make available upon written request from the Company, at the Company's expense, Company (i) a list of all other Participating Insurance Companies and (ii) a copy of the Participation Agreement executed by any other Participating Insurance Company. 1.6. The Fund agrees to redeem for cash, upon the Company's request, any full or fractional shares of the Fund held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its agent of the request for redemption. For purposes of this Section 1.6, the Company shall be the designee of the Fund for receipt of requests for redemption from each Account and receipt by such designee shall constitute receipt by the Fund; provided the Fund receives notice of request for redemption by 10:00 a.m. Eastern Time on the next following Business Day. Payment shall be in federal funds transmitted by wire to the Company's account as designated by the Company in writing from time to time, on the same Business Day the Fund receives notice of the redemption order from the Company, Company except that the Fund reserves the right to delay payment of redemption proceeds, but in no event may such payment be delayed longer than the period permitted under Section 22(e) of the 1940 Act. The Fund agrees to notify the Company if it intends to delay payment of redemption proceeds in accordance with its rights under Section 22(e). After redemption proceeds are received by the Company, neither Neither the Fund nor the Underwriter shall bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds; the Company alone shall be responsible for such action. If notification of redemption is received after 10:00 a.m. Eastern Time, payment for redeemed shares will be made on the next following Business Day. 1.7. The Company agrees to purchase and redeem the shares of the Portfolios of the Fund named in Schedule 2 offered by the then current prospectus of the Fund in accordance with the provisions of such prospectus, provided that such provisions are also consistent with the terms of this Agreement. Without limiting the scope or effect of the foregoing, on any given Business Day, the Company shall submit orders to purchase or redeem shares of any Portfolio in a manner consistent with the pricing requirements of Rule 22c-1 under the 1940 Act. The Company shall submit one net order for the Portfolio to the Fund or its designee. However, the Fund reserves the right to obtain the breakdown of any net order per contractowner. With respect to payment of the purchase price by the Company and of redemption proceeds by the Fund, the Company and the Fund, as appropriate, shall net purchase and redemption orders with respect to each Portfolio and shall transmit one net payment for all of the Portfolios. 1.8. Issuance and transfer of the Fund's shares will be by book entry only. Stock certificates will not be issued to the Company or the Account. Purchase and redemption orders for Fund shares will be recorded in an appropriate title for the Account or the appropriate subaccount of the Account. 1.9. The Fund shall furnish notice to the Company as soon as reasonably practicable, but no later than two business days prior to any described action, of any income, dividends or capital gain distributions payable on the Fund's shares. The Company hereby elects to receive all such dividends and distributions as are payable on the Portfolio shares in the form of additional shares of that Portfolio. The Company reserves the right to revoke this election and to receive all such dividends and distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of dividends and distributions on the same business day that such dividend or distribution is made. 1.10. The Fund shall make the net asset value per share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 5:50 p.m., Eastern Time, each business day. In the event that the Fund is unable to meet the 5:50 time stated herein, it shall provide additional time for the Company to place orders for the purchase and redemption of shares. Such additional time shall be equal to the additional time which the Fund takes to make the net asset value available to the Company. However, in the event the Fund makes the net asset value available the following business day, the Company will have until 10:00 a.m. or two hours after such notice (whichever is later) to place orders for the purchase and redemption of shares. In the event of an error in a Portfolio's net asset value per share which, in accordance with procedures adopted by the Fund's Board consistent with views expressed by the staff of the SEC regarding appropriate error correction standards, as shall be in effect or amended from time to time, requires adjustment to transactions previously effected on behalf of the Account (a "Pricing Error"), the shall notify the Company as soon as possible after discovery of the Pricing Error. Such notification may be oral, but shall be confirmed in writing within 24 hours. In such event, the Fund shall recompute all Account share transactions that were based on the Pricing Error and credit or debit the Account's account so that the Account has the correct number of Portfolio's shares had all those transactions had been correctly priced. Notwithstanding anything else in this Section 1.10, neither the Fund, any Portfolio, the Underwriter, nor any of their affiliates shall be liable for any information provided to the Company pursuant to this Agreement which information is based on incorrect information supplied by the Company to the Fund or the Underwriter. 1.11 Without limiting the scope or effect of Section 1.7 hereof, the Company agrees to cooperate with the Fund and the Underwriter to prevent any person exercising, or purporting to exercise, rights or privileges under one or more Contracts from engaging in any trading practices in any Portfolio that the Fund Board determines, in good faith and in its sole discretion, to be detrimental or potentially detrimental to the other shareholders of the Portfolio, or to be in contravention of any law or regulation including, without limitation, Section 22 of the 1940 Act and the rules thereunder. Such cooperation may include, but shall not be limited to, identifying the person or persons engaging in such trading practices, facilitating the imposition of any applicable redemption fee on such person or persons, limiting the telephonic or electronic trading privileges of such person or persons, and taking such other remedial steps, all to the extent permitted or required by applicable law. ARTICLE II.

Sale of Fund Shares 1. 1. The Fund and the Underwriter agree Distributor agrees to sell to the Company those shares of the Fund which Designated Portfolios that the Company orders on behalf of the each Separate Account, executing such orders on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its agent designee of the order for the shares of the Fund. For purposes of this Section 1.1, the Company shall will be the designee of the Fund solely for receipt the purpose of receiving such orders from the each Separate Account and receipt by such designee shall will constitute receipt by the Fund; , provided that the Company provides the Fund receives notice of such with a purchase order by 10:00 a.m. Eastern Time on the next following Business Day. "Business Day" shall will mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SECSecurities and Exchange Commission (the "Commission"). The Fund may net the redemption requests it receives from the Company under Section 1.3 of this Agreement against purchase orders it receives from the Company under this Section 1.1. 1.2. The Company shall pay will transmit payment for Fund shares of any Designated Portfolio purchased by 2:00 p.m. Eastern Time on the next same Business Day after it places an order to purchase Fund such shares is provided to the Fund, in accordance with Section 1.1 hereof1.1. Payment shall will be made in federal funds transmitted by wire by 1 p.m. Eastern time (unless the Fund determines and so advises the Company that sufficient proceeds are available from redemption of shares of other Portfolios, effected pursuant to redemption requests tendered by the Company on behalf of the Account)wire. Upon receipt by the Fund or its designee of federal funds so wired the purchase payment, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund. 1.3. The Fund agrees to make its shares available indefinitely for purchase at the applicable net asset value per share by Participating Insurance Companies and their separate accounts on those days on which the Fund calculates its net asset value pursuant to rules of the SEC; provided, however, that the Fund may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action (a) is required by law or by regulatory authorities having jurisdiction, (b) is, in the sole discretion of the Board of Trustees of the Fund (hereinafter the "Fund Board"), acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of any Portfolio, or (c) is required by any policies that the Fund Board has adopted or approved and that are applicable to all Participating Insurance Companies. If the Fund Board refuses to sell shares to the Company, the Company shall have the right to terminate this Agreement in accordance with section 10.1(b) of this Agreement. 1.4. The Fund and the Underwriter agree that shares of the Fund will be sold only to (i) Participating Insurance Companies and their separate accounts; and (ii) Plans and persons participating in such Plans ("participants"), or (iii) such other persons as are permitted under applicable provisions of the Internal Revenue Code of 1986, as amended, (the "Internal Revenue Code"), and regulations promulgated thereunder, the sale to which will not impair the tax treatment currently afforded the Contracts. No shares of any Portfolio will be sold to the general public. 1.5. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as this Agreement to govern such sales. The Fund shall make available upon written request from the Company, at the Company's expense, (i) a list of all other Participating Insurance Companies and (ii) a copy of the Participation Agreement executed by any other Participating Insurance Company. 1.6. The Fund agrees to redeem for cashredeem, upon the Company's request, any full or fractional shares of the Fund Designated Portfolio held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its agent of the request for redemptiondesignee. For purposes of this Section 1.61.3, the Company shall will be the designee of the Fund solely for receipt the purpose of receiving requests for redemption from each Separate Account and receipt by such designee shall will constitute receipt by the Fund; , provided that the Company provides the Fund receives notice of with a redemption request for redemption by 10:00 a.m. Eastern Time on the next following Business Day. Payment shall will be made in federal funds transmitted by wire to the Company's account as designated by the Company in writing from time to time, by 2:00 p.m. Eastern Time on the same Business Day the Fund receives notice of the redemption order request from the Company. After consulting with the Company, except that the Fund reserves the right to delay payment of redemption proceeds, but in no event may such payment be delayed longer than the period permitted under Section 22(e) of the Investment Company Act of 1940 (the "1940 Act"). The Fund agrees to notify the Company if it intends to delay payment of redemption proceeds in accordance with its rights under Section 22(e). After redemption proceeds are received by the Company, neither the Fund nor the Underwriter shall will not bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds; , the Company alone shall will be responsible for such action. If notification of a redemption request is received by the Fund after 10:00 a.m. Eastern TimeTime on the next following Business Day, such redemption request will be considered to be received on the next following Business Day and payment for redeemed shares will be made by the Fund on the next following Business Day. The Fund may net purchase orders it receives from the Company under Section 1.1 of this Agreement against the redemption requests it receives from the Company under this Section 1.3. 1.4. The Fund agrees to make shares of the Designated Portfolios available indefinitely for purchase at the applicable net asset value per share by Participating Insurance Companies and their separate accounts on those days on which the Fund calculates the net asset value of each Designated Portfolio pursuant to rules of the Commission; provided, however, that the Board of Directors of the Fund (the "Directors") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Directors, acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Designated Portfolio. 1.5. The Fund and the Distributor agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts, qualified pension and retirement plans or such other persons as are permitted under applicable provisions of the Internal Revenue Code of 1986, as amended, (the "Code"), and regulations promulgated thereunder, the sale to which will not impair the tax treatment currently afforded the Contracts. No shares of any Designated Portfolio will be sold directly to the general public. 1.6. The Fund will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially similar to those in Articles I, III, V, and VII and Section 2.8 of Article II of this Agreement are in effect to govern such sales. 1.7. The Company agrees to purchase and redeem the shares of the Designated Portfolios of the Fund named in Schedule 2 offered by the then current prospectus of the Fund in accordance with the provisions of such prospectus, provided that such provisions are also consistent with the terms of this Agreement. Without limiting the scope or effect of the foregoing, on any given Business Day, the Company shall submit orders to purchase or redeem shares of any Portfolio in a manner consistent with the pricing requirements of Rule 22c-1 under the 1940 Act. The Company shall submit one net order for the Portfolio to the Fund or its designee. However, the Fund reserves the right to obtain the breakdown of any net order per contractowner. With respect to payment of the purchase price by the Company and of redemption proceeds by the Fund, the Company and the Fund, as appropriate, shall net purchase and redemption orders with respect to each Portfolio and shall transmit one net payment for all of the Portfolios. 1.8. Issuance and transfer of the Fund's shares will be by book entry only. Stock Share certificates will not be issued to the Company or the to any Separate Account. Purchase and redemption orders for Fund shares will be recorded in an appropriate title for the each Separate Account or the appropriate subaccount sub-account of the each Separate Account. 1.9. The Fund shall will furnish same day notice (by facsimile) to the Company as soon as reasonably practicable, but no later than two business days prior to any described action, of the declaration of any income, dividends or capital gain distributions payable on the Fundeach Designated Portfolio's shares. The Company hereby elects to receive all such income, dividends and distributions as are payable on the Portfolio Fund shares in the form of additional shares of that PortfolioPortfolio at the ex-dividend date net asset values. The Company reserves the right to revoke this election upon prior reasonable written notice to the Fund and to receive all such dividends and distributions in cash. The Fund shall will notify the Company of the number of shares so issued as payment of such dividends and distributions on the same business day that such dividend or distribution is madedistributions. 1.10. The Fund shall will make the net asset value per share for each Designated Portfolio available to the Company via electronic means on a daily basis as soon as reasonably practical after the net asset value per share is calculated and shall will use its best efforts to make such net asset value per share available by 5:50 5:30 p.m., Eastern Time, each business dayBusiness Day. In the event that If the Fund is unable to meet the 5:50 time stated herein, it shall provide additional time for provides the Company to place orders for the purchase and redemption of shares. Such additional time shall be equal to the additional time which the Fund takes to make the net asset value available to the Company. However, in the event the Fund makes the net asset value available the following business day, the Company will have until 10:00 a.m. or two hours after such notice (whichever is later) to place orders for the purchase and redemption of shares. In the event of an error in a Portfolio's materially incorrect net asset value per share whichinformation (as determined under SEC guidelines), the Company and the Fund shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct net asset value per share. Any material error in accordance with procedures adopted the calculation or reporting of net asset value per share, dividend or capital gain information shall be reported to the Company upon discovery by the Fund's Board consistent with views expressed by the staff of the SEC regarding appropriate error correction standards, as shall be in effect or amended from time to time, requires adjustment to transactions previously effected on behalf of the Account (a "Pricing Error"), the shall notify the Company as soon as possible after discovery of the Pricing Error. Such notification may be oral, but shall be confirmed in writing within 24 hours. In such event, the Fund shall recompute all Account share transactions that were based on the Pricing Error and credit or debit the Account's account so that the Account has the correct number of Portfolio's shares had all those transactions had been correctly priced. Notwithstanding anything else in this Section 1.10, neither the Fund, any Portfolio, the Underwriter, nor any of their affiliates shall be liable for any information provided to the Company pursuant to this Agreement which information is based on incorrect information supplied by the Company to the Fund or the Underwriter. 1.11 Without limiting the scope or effect of Section 1.7 hereof, the Company agrees to cooperate with the Fund and the Underwriter to prevent any person exercising, or purporting to exercise, rights or privileges under one or more Contracts from engaging in any trading practices in any Portfolio that the Fund Board determines, in good faith and in its sole discretion, to be detrimental or potentially detrimental to the other shareholders of the Portfolio, or to be in contravention of any law or regulation including, without limitation, Section 22 of the 1940 Act and the rules thereunder. Such cooperation may include, but shall not be limited to, identifying the person or persons engaging in such trading practices, facilitating the imposition of any applicable redemption fee on such person or persons, limiting the telephonic or electronic trading privileges of such person or persons, and taking such other remedial steps, all to the extent permitted or required by applicable law. ARTICLE II.