Common use of Sale of Trust Clause in Contracts

Sale of Trust. SHARES 1.1 TRUST agrees to make available to the Separate Accounts of LIFE COMPANY shares of the selected Portfolios as listed in Appendix B for investment of proceeds from Variable Contracts allocated to the designated Separate Accounts, such shares to be offered as provided in TRUST’s Prospectus. 1.2 TRUST agrees to sell to LIFE COMPANY those shares of the selected Portfolios of TRUST which LIFE COMPANY orders, executing such orders on a daily basis at the NAV next computed after receipt by TRUST or its designee of the order for the shares of TRUST in accordance with the TRUST’s then-current prospectus. For purposes of this Section 1.2, LIFE COMPANY shall be the designee of TRUST for receipt of such orders from LIFE COMPANY and receipt by such designee shall constitute receipt by TRUST; provided that TRUST receives notice of such order by 9:30 a.m. Eastern standard time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading. 1.3 TRUST agrees to redeem for cash, on LIFE COMPANY’s request, any full or fractional shares of TRUST held by LIFE COMPANY, executing such requests on a daily basis at the NAV next computed after receipt by TRUST or its designee of the request for redemption in accordance with the TRUST’s then-current prospectus. For purposes of this Section 1.3, LIFE COMPANY shall be the designee of TRUST for receipt of requests for redemption from LIFE COMPANY and receipt by such designee shall constitute receipt by TRUST; provided that TRUST receives notice of such request for redemption by 9:30 a.m. Eastern standard time on the next following Business Day. 1.4 TRUST shall furnish, on or before the ex-dividend date, notice to LIFE COMPANY of any income dividends or capital gain distributions payable on the shares of any Portfolio of TRUST. LIFE COMPANY hereby elects to receive all such income dividends and capital gain distributions as are payable on a Portfolio’s shares in additional shares of the Portfolio. TRUST shall notify LIFE COMPANY of the number of shares so issued as payment of such dividends and distributions. LIFE COMPANY reserves the right to revoke this election by written notice to the Trust. 1.5 TRUST shall make the NAV per share for the selected Portfolio(s) available to LIFE COMPANY on a daily basis as soon as reasonably practicable after the NAV per share is calculated but shall use its best efforts to make such NAV available by 6:30 p.m. Eastern standard time. If TRUST provides LIFE COMPANY with materially incorrect share NAV information through no fault of LIFE COMPANY, LIFE COMPANY on behalf of the Separate Accounts, shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct share NAV. Any material error (determined in accordance with SEC guidelines) in the calculation of NAV per share, dividend or capital gain information shall be reported promptly upon discovery to LIFE COMPANY. In the event that such material error is the result of the TRUST’s (or its

Sale of Trust. SHARES 1.1 TRUST agrees to make available to the Separate Accounts of LIFE COMPANY shares of the selected Portfolios as listed in Appendix B for investment of proceeds from Variable Contracts allocated to the designated Separate Accounts, such shares to be offered as provided in TRUST’s Prospectus. 1.2 TRUST Shares The Trust Underwriter agrees to sell to LIFE COMPANY the Company those shares of the selected Portfolios Trust which the Company orders on behalf of TRUST which LIFE COMPANY ordersthe Separate Accounts, executing such orders on a daily basis at the NAV net asset value next computed after receipt and acceptance by TRUST the Trust or its designee of the order for the shares of TRUST in accordance with the TRUST’s then-current prospectusTrust. For purposes of this Section 1.21.1, LIFE COMPANY the Company shall be the designee of TRUST the Trust for receipt of such orders from LIFE COMPANY each Separate Account and receipt by such designee shall constitute receipt by TRUSTthe Trust; provided that TRUST the Trust receives notice of such order by 9:30 a.m. Eastern standard time Time on the next following Business Day. “"Business Day” " shall mean any day on which the New York Stock Exchange is open for tradingtrading and on which the relevant Fund calculates its net asset value as set forth in the Trust's prospectus and pursuant to the rules of the SEC. 1.3 TRUST The Trust agrees to redeem make its shares available indefinitely for cash, on LIFE COMPANY’s request, any full or fractional shares of TRUST held by LIFE COMPANY, executing such requests on a daily basis purchase at the NAV next computed after receipt applicable net asset value per share by TRUST or Participating Insurance Companies and their separate accounts on those days on which the Trust calculates its designee net asset value pursuant to rules of the request for redemption in accordance with SEC; provided, however, that the TRUST’s then-current prospectus. For purposes Board of this Section 1.3, LIFE COMPANY shall be Trustees of the designee of TRUST for receipt of requests for redemption from LIFE COMPANY and receipt by such designee shall constitute receipt by TRUST; provided that TRUST receives notice of such request for redemption by 9:30 a.m. Eastern standard time on Trust (hereinafter the next following Business Day. 1.4 TRUST shall furnish, on or before the ex-dividend date, notice "Trustees") may refuse to LIFE COMPANY of any income dividends or capital gain distributions payable on the sell shares of any Portfolio Fund to any person, or suspend or terminate the offering of TRUSTshares of any Fund, if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Trustees, 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 Fund. LIFE COMPANY hereby elects The Trust shall use reasonable efforts to receive all such income dividends calculate its Funds' net asset values on each day that the New York Stock Exchange is open for trading. The Trust and capital gain distributions as are payable on a Portfolio’s shares in additional the Trust Underwriter agree that shares of the PortfolioTrust will be sold only to Participating Insurance Companies and their separate accounts, and to qualified pension and retirement plans. TRUST shall notify LIFE COMPANY No shares of the number of shares so issued as payment of such dividends and distributions. LIFE COMPANY reserves the right to revoke this election by written notice Trust will be sold to the Trustgeneral public. 1.5 TRUST shall The Trust and the Trust Underwriter will not sell Trust shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III, V, VII, and Section 2.8 of Article II of this Agreement are in effect to govern such sales. The Trust will not accept a purchase order from qualified pension or retirement plan if such purchase would make the NAV per share for the selected Portfolio(s) available to LIFE COMPANY on a daily basis as soon as reasonably practicable after the NAV per share is calculated but shall use its best efforts to make such NAV available by 6:30 p.m. Eastern standard time. If TRUST provides LIFE COMPANY with materially incorrect share NAV information through no fault plan shareholder an owner of LIFE COMPANY, LIFE COMPANY on behalf 10 percent or more of the Separate Accounts, shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct share NAV. Any material error (determined in accordance with SEC guidelines) in the calculation of NAV per share, dividend or capital gain information shall be reported promptly upon discovery to LIFE COMPANY. In the event that such material error is the result of the TRUST’s (or itsassets

Sale of Trust. SHARES 1.1 TRUST agrees to make available to the Separate Accounts of LIFE COMPANY shares of the selected Portfolios as listed in Appendix B for investment of proceeds from Variable Contracts allocated to the designated Separate Accounts, such shares to be offered as provided in TRUST’s Prospectus. 1.2 TRUST agrees to sell to LIFE COMPANY those shares of the selected Portfolios of TRUST which LIFE COMPANY orders, executing such orders on a daily basis at the NAV next computed after receipt by TRUST or its designee of the order for the shares of TRUST in accordance with the TRUST’s then-current prospectus. For purposes of this Section 1.2, LIFE COMPANY shall be the designee of TRUST for receipt of such orders from LIFE COMPANY and receipt by such designee shall constitute receipt by TRUST; provided that TRUST receives notice of such order by 9:30 a.m. Eastern standard time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading. 1.3 TRUST agrees to redeem for cash, on LIFE COMPANY’s request, any full or fractional shares of TRUST held by LIFE COMPANY, executing such requests on a daily basis at the NAV next computed after receipt by TRUST or its designee of the request for redemption in accordance with the TRUST’s then-current prospectus. For purposes of this Section 1.3, LIFE COMPANY shall be the designee of TRUST for receipt of requests for redemption from LIFE COMPANY and receipt by such designee shall constitute receipt by TRUST; provided that TRUST receives notice of such request for redemption by 9:30 a.m. Eastern standard time on the next following Business Day. 1.4 TRUST shall furnish, on or before the ex-dividend date, notice to LIFE COMPANY of any income dividends or capital gain distributions payable on the shares of any Portfolio of TRUST. LIFE COMPANY hereby elects to receive all such income dividends and capital gain distributions as are payable on a Portfolio’s shares in additional shares of the Portfolio. TRUST shall notify LIFE COMPANY of the number of shares so issued as payment of such dividends and distributions. LIFE COMPANY reserves the right to revoke this election by written notice to the Trust. 1.5 TRUST shall make the NAV per share for the selected Portfolio(s) available to LIFE COMPANY on a daily basis as soon as reasonably practicable after the NAV per share is calculated but shall use its best efforts to make such NAV available by 6:30 p.m. Eastern standard time. If TRUST provides LIFE COMPANY with materially incorrect share NAV information through no fault of LIFE COMPANY, LIFE COMPANY on behalf of the Separate Accounts, shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct share NAV. Any material error (determined in accordance with SEC guidelines) in the calculation of NAV per share, dividend or capital gain information shall be reported promptly upon discovery to LIFE COMPANY. In the event that such material error is the result of the TRUST’s (or itscalculation

Sale of Trust. SHARES 1.1 TRUST agrees to make available to the Separate Accounts of LIFE COMPANY shares of the selected Portfolios as listed in Appendix B for investment of proceeds from Variable Contracts allocated to the designated Separate Accounts, such shares to be offered as provided in TRUST’s Prospectus. 1.2 TRUST Shares The Trust Underwriter agrees to sell to LIFE COMPANY the Company those shares of the selected Portfolios Trust which the Company orders on behalf of TRUST which LIFE COMPANY ordersthe Separate Accounts, executing such orders on a daily basis at the NAV net asset value next computed after receipt and acceptance by TRUST the Trust or its designee of the order for the shares of TRUST in accordance with the TRUST’s then-current prospectusTrust. For purposes of this Section 1.21.1, LIFE COMPANY the Company shall be the designee of TRUST the Trust for receipt of such orders from LIFE COMPANY each Separate Account and receipt by such designee shall constitute receipt by TRUSTthe Trust; provided that TRUST the Trust receives notice of such order by 9:30 a.m. Eastern standard time 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 relevant Fund calculates its net asset value as set forth in the Trust's prospectus and pursuant to the rules of the SEC. The Trust 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 Trust calculates its net asset value pursuant to rules of the SEC; provided, however, that the Board of Trustees of the Trust (hereinafter the "Trustees") may refuse to sell shares of any Fund to any person, or suspend or terminate the offering of shares of any Fund, if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Trustees, 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 Fund. The Trust shall use reasonable efforts to calculate its Funds' net asset values on each day that the New York Stock Exchange is open for trading. 1.3 TRUST The Trust and the Trust Underwriter agree that shares of the Trust will be sold only to Participating Insurance Companies and their separate accounts, and to qualified pension and retirement plans. No shares of the Trust will be sold to the general public. The Trust and the Trust Underwriter will not sell Trust shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III, V, VII, and Section 2.8 of Article II of this Agreement are in effect to govern such sales. The Trust will not accept a purchase order from qualified pension or retirement plan if such purchase would make the plan shareholder an owner of 10 percent or more of the assets of a Fund unless such plan executes an agreement with the Trust governing participation in such Fund that includes the conditions set forth herein to the extent applicable. A qualified pension or retirement plan will execute an application containing an acknowledgment of this condition at the time of its initial purchase of shares of any Fund. The Trust agrees to redeem for cash, on LIFE COMPANY’s upon the Company's request, any full or fractional shares of TRUST the Trust held by LIFE COMPANYthe Company, executing such requests on a daily basis at the NAV net asset value next computed after receipt and acceptance by TRUST the Trust or its designee of the request for redemption in accordance with the TRUST’s then-current prospectusredemption. For purposes of this Section 1.31.6, LIFE COMPANY the Company shall be the designee of TRUST the Trust for receipt of requests for redemption from LIFE COMPANY each Separate Account and receipt by such designee shall constitute receipt by TRUSTthe Trust; provided that TRUST the Trust receives notice of such request for redemption by 9:30 a.m. Eastern standard time Time on the next following Business Day. 1.4 TRUST Payment shall furnishbe in federal funds transmitted by wire to the Company's account as designated by the Company in writing from time to time. Each purchase, redemption, and exchange order placed by the Company shall be placed separately for each Fund and shall not be netted with respect to any Fund. However, with respect to payment of the purchase price by the Company and of redemption proceeds by the Trust, the Company and the Trust shall net purchase and redemption orders with respect to each Fund and shall transmit one net payment for all Funds in accordance with Section 1.8. The Company agrees that purchases and redemptions of Fund shares offered by the then current prospectus of the Fund shall be made in accordance with the provisions of such prospectus. The Company agrees that all net amounts available under the variable life insurance contracts with the form number(s) which are listed on Exhibit A attached hereto and incorporated herein by this reference, as such Exhibit A may be amended from time to time hereafter by mutual written agreement of all the parties hereto (the "Contracts") shall be invested in the Funds, in such other Funds managed by Xxxxx Fargo Bank as may be mutually agreed to in writing by the parties hereto, or before in the exCompany's general account, provided that such amounts may also be invested in an investment company other than the Trust if (a) such other investment company, or series thereof, has investment objectives or policies that are substantially different from the investment objectives and policies of all the Funds of the Trust which are actually used by the Company to fund the Contracts; or (b) the Company gives the Fund and the Trust Underwriter 45 days written notice of its intention to make such other investment company available as a funding vehicle for the Contacts; or (c) such other investment company was available as a funding vehicle for the Contracts prior to the date of this Agreement and the Company so informs the Fund and Trust Underwriter prior to their signing this Agreement (a list of such funds appearing on Exhibit C to this Agreement); or (d) the Fund or Trust Underwriter consents to the use of such other investment company. In the event of net purchase, the Company shall pay for shares by 2:00 p.m. Eastern Time on the next Business Day after an order to purchase the Shares is deemed to be received in accordance with the provisions of Section 1.1 hereof. In the event of net redemptions, the Trust shall pay the redemption proceeds in accordance with the terms of the then-dividend datecurrent prospectus for the Trust. All such payments shall be in federal funds transmitted by wire. For purposes of Section 2.4 and Section 2.10, upon receipt by the Trust of the federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund. Issuance and transfer of the Trust's shares will be by book entry only. Stock certificates will not be issued to the Company or any Separate Account. Purchase and redemption orders for Trust shares will be recorded in an appropriate title for each Separate Account or the appropriate subaccount of each Separate Account. The Trust shall furnish notice to LIFE COMPANY the Company of any income dividends income, dividends, or capital gain distributions payable on the Trust's shares on the same or next following business day of any Portfolio of TRUSTpayment (by wire or telephone, followed by written confirmation). LIFE COMPANY The Company hereby elects to receive all such income dividends and capital gain distributions as are payable on a Portfolio’s the Fund shares in the form of additional shares of that Fund. The Company reserves the Portfolioright to revoke this election and to receive all such dividends and distributions in cash. TRUST The Trust shall notify LIFE COMPANY the Company of the number of shares so issued as payment of such dividends and distributions. LIFE COMPANY reserves the right to revoke this election by written notice to the Trust. 1.5 TRUST The Trust shall make the NAV net asset value per share for the selected Portfolio(s) each Fund available to LIFE COMPANY the Company on a daily basis as soon as reasonably practicable practical after the NAV net asset value per share is calculated but and shall use its best efforts to make such NAV net asset value per share available by 6:30 5:30 p.m. Eastern standard time. If TRUST provides LIFE COMPANY with materially incorrect share NAV information through no fault of LIFE COMPANYPacific Time, LIFE COMPANY on behalf of the Separate Accounts, shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct share NAV. Any material error (determined in accordance with SEC guidelines) in the calculation of NAV per share, dividend or capital gain information shall be reported promptly upon discovery to LIFE COMPANY. In the event that such material error is the result of the TRUST’s (or itseach business day.