Common use of FUND SHARES Clause in Contracts

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares available for purchase at the then applicable net asset value per Share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Share. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that will be purchased or redeemed at that day's closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating Fund, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Fund's shares valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares available for purchase at the then applicable net asset value per Share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Share. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that will be purchased or redeemed at that day's closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating Fund, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fund.the Series' shares 3.2 Each Participating Fund agrees to make the shares of its Shares Series available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares the shares of any Series to any person, or suspend or terminate the offering of its Shares, the shares of any Series if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholdersshareholders of such Series. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) and to the general accounts of the Codethose Participating Companies and their affiliates and to Plans. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund Series will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information for each Series available on a per Share per-share and Series basis to Insurance Company by 6:00 7:00 p.m. Eastern time Time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare for the Series in question. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the Separate Account unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that Series shares which will be purchased or redeemed at that day's closing net asset value per Shareshare for such Series. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 8:30 a.m. Eastern time Time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund the relevant Series next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares shares of the Participating Fund each Series for the Separate Account. Each Participating Fund will execute orders for any Series at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 8:30 a.m. Eastern time Time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundSeries shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request for any Series that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed for such Series on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade datesatisfied. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating FundSeries shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time the close of the Federal Reserve wire system on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time the close of the Federal Reserve wire system on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, promptly upon each applicable Participating the Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Series shares valued at or greater than $1 million dollars, the Participating Fund will may wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares Series shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund Series shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare of each Series. All dividends and capital gains of any Series shall be automatically reinvested in additional Shares shares of the applicable Participating Fund relevant Series at the applicable net asset value per Share share of such Series on the ex-dividend payable date. Each Participating Fund shall, on the day after the ex-dividend payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of the trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued.

FUND SHARES. 3.1 The Contracts funded through the each Separate Account will provide for the investment of certain amounts in Shares of each Participating FundSeries shares. 3.2 Each Participating Fund agrees to make the shares of its Shares Series available for purchase at the then applicable net asset value per Share share by Insurance Company and the each Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares the shares of any Series to any person, or suspend or terminate the offering of its Shares, the shares of any Series if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating shareholders of such Series (it being understood that for this purpose shareholders means Contractholders). Notice of election to suspend or terminate shall be furnished by the Fund's shareholders, if or where practicable and if such suspension or termination is in the sole discretion of the Board, said termination to be effective 10 business days after receipt of such notice by the Insurance Company in order to give the Insurance Company sufficient time to take appropriate steps in response to such suspension or termination. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) and to the general accounts of the Codethose Participating Companies and their affiliates and to Plans. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund Series will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information for each Series available on a per Share per-share and Series basis to Insurance Company by 6:00 7:00 p.m. Eastern time Time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare for the Series in question. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the Separate Account unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that Series shares which will be purchased or redeemed at that day's closing net asset value per Shareshare for such Series. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 10:00 a.m. Eastern time Time on the Business Day next following Insurance Company's receipt of that informationinformation provided, however, that the Fund shall provide additional time to the Insurance Company in the event that the Fund is unable to meet the 7:00 p.m. Eastern Time stated in Section 3.4. Such additional time shall be equal to the additional time that the Fund takes to make net asset available to the Insurance Company. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund the relevant Series next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares shares of the Participating Fund each Series for the Separate AccountAccounts. Each Participating Fund will execute orders for any Series at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 10:00 a.m. Eastern time Time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundSeries shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request for any Series that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed for such Series on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade datesatisfied. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating FundSeries shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time the close of the Federal Reserve wire system on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time the close of the Federal Reserve wire system on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, promptly upon each applicable Participating the Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Series shares valued at or greater than $1 million dollars, the Participating Fund will may wire such amount to the Insurance Company within seven five days of the orderorder to enable the Insurance Company to pay redemption proceeds within the time specified in Section 22(e) of the Act or such shorter period of time as may be required by law. 3.9 Each Participating Fund has the obligation to ensure that its Shares Series shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund Series shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare of each Series. All dividends and capital gains of any Series shall be automatically reinvested in additional Shares shares of the applicable Participating Fund relevant Series at the applicable net asset value per Share share of such Series on the ex-dividend payable date. Each Participating Fund shall, on the day after the ex-dividend payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. If the Participating Fund provides the Insurance Company with materially incorrect share net asset value information, the Separate Account(s) shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct share net asset value. Any material error in the calculation of the net asset value per share, dividend or capital gain information shall be reported promptly upon discovery to the Insurance Company. Furthermore, the Participating Fund shall be liable for the reasonable administrative costs incurred by the Insurance Company in relation to the correction of any material error, provided such error is attributable to the Participating Fund. Administrative costs shall include reasonable allocation of staff time, costs of outside service providers, printing and postage. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Fund's shares valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares shares are registered with applicable federal agencies at all times. Each Participating Fund will register and qualify its shares in accordance with the laws of the applicable states as may be required by law. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon 2:00 p.m. Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon 2:00 p.m. Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Fund's shares valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 3.1. The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fundthe Portfolios. 3.2 Each Participating 3.2. The Fund agrees to make its Shares the shares of the Portfolios available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of promulgated under the Commission1940 Act. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares the shares of any of the Portfolios to any person, or suspend or terminate the offering of its Shares, the shares of any of the Portfolios if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholdersshareholders of such Portfolios. 3.3 Each Participating Fund 3.3. The Insurance Company agrees that shares of the Participating Fund Portfolios will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) and to the general accounts of the Codethose Participating Companies and their affiliates and to Qualified Plans. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund of the Portfolios will be sold to the general public. 3.4 Each Participating 3.4. The Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information for each Portfolio available on a per Share per-share basis to Insurance Company by 6:00 7:00 p.m. Eastern time Time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare for the Portfolios in question. 3.5 3.5. At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 Section 3.5 to calculate the Separate Account unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange NYSE (currently 4:00 p.m. Eastern time) ("Close of Trading") to determine the net dollar amount of the Shares of each Participating Fund that Portfolio shares which will be purchased or redeemed at that day's closing net asset value per Shareshare for such Portfolio. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 8:30 a.m. Eastern time Time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating 3.6. The Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares shares of the Participating Fund each Portfolio for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating Fund, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 3.7. Insurance Company will make its best efforts to notify each applicable Participating the Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted3.8. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating The Fund has the obligation to ensure that its Shares Portfolio shares are registered with applicable federal agencies at all times. 3.10 Each 3.9. The Fund agrees to make shares of the Portfolios available indefinitely for purchase at the applicable net asset value per share by the Insurance Company on behalf of the Separate Accounts on those days on which the Fund calculates the net asset value of each Portfolio pursuant to rules promulgated under the 1940 Act; provided, however, that the Board 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 is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the 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 such Portfolio, including without limitation, for market timing and/or late trading by Contractholders. 3.10. The Fund and the Underwriter agree that shares of the Portfolios on Schedule 1 will be sold only to Participating Companies and their separate accounts, Qualified Plans or such other persons as are permitted under applicable provisions of the Code, as amended, and regulations promulgated thereunder, provided, that the purchase of shares by such persons would not preclude the Company from "looking through" to the investments of each Portfolio in which it invests, pursuant to the "look through" rules set forth in Treasury Regulation 1.817-5, the sale of which will not impair the tax treatment currently afforded the Contracts. No shares of any Portfolio on Schedule 1 will be sold directly to the general public or to individual retirement accounts or similar accounts. 3.11. The Insurance Company agrees to purchase and redeem the shares of the Portfolios offered by the then current prospectus of the relevant Portfolio in accordance with the provisions of such prospectus including specifically, and without in any way limiting other provisions of the prospectus, that the Insurance Company will only send to the Fund will confirm each purchase or redemption order made by Insurance Companyto receive a given Business Day's net asset value those orders it received from Contractholders prior to Close of Trading. 3.12. Transfers Issuance and transfer of Shares the shares of a Participating Fund the Portfolios will be by book entry only. No share Share certificates will not be issued to Insurance Company. the Insurance Company or to any Separate Account. Purchase and redemption orders for shares of the Portfolios will record Shares ordered from a Participating Fund be recorded in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with each Separate Account or the appropriate number sub-account of Shareseach Separate Account. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. In the event of a material error in the net asset value per share, the Participating Fund shall take the following steps. Any such error shall be reported promptly upon discovery to the Insurance Company. Notification can be made orally or by direct or indirect systems access but must be confirmed in writing. The letter must state for each day for which an error occurred the incorrect price, the correct price and the reason for the price change. If an adjustment is necessary to correct an error that has caused the Separate Account to receive less than that to which it is entitled, the Participating Fund shall make all necessary adjustments to the number of shares owned in the Separate Account and distribute to the Insurance Company any and all amounts of the underpayment. The Insurance Company will credit the appropriate amount of such payment to the Separate Account. When making adjustments for an error, the Participating Fund shall not net same day transactions in the Separate Account. No adjustment for an error shall be taken in any Separate Account until such time as the parties hereto have agreed to a resolution of the error, but the parties shall use all reasonable efforts to reach such agreement within two business days after discovery of the error. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Fund's shares valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares shares are registered with applicable federal agencies at all times. Each Participating Fund will register and qualify its shares for sale in accordance with the laws of the various states if required by applicable law. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for permit the investment of certain amounts in Shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares available for purchase at the then applicable net asset value per Share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's ’s shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "“qualified pension or retirement plans" ” as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's ’s net asset value per Share. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's ’s Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that will be purchased or redeemed at that day's ’s closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's ’s receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("“effective trade date"”), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating Fund, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's ’s order requests the purchase of Shares of a Participating Fund, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's ’s request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Payment for Participating Fund shares redeemed shall be transmitted by wire by 12:00 noon Eastern time the next following Business Day after the Fund received the redemption order from the Insurance Company's order requests the ; provided, however, that (i) if such redemption of any Shares of from a Participating Fund is valued at or greater than $1 million dollarsdollars and (ii) if such Participating Fund has given Insurance Company prompt telephone or other notice, then (iii) then such Participating Fund may postpone making wire payment of the redemption value to a date not more than seven days after the Participating Fund will wire such amount to Insurance Company within seven days Fund’s receipt of the redemption order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued. 3.13 To the extent that a Separate Account is properly exempt from registration under the Act, at least once annually, at the request of a Participating Fund, or its designee, Insurance Company will certify the amount of purchases and redemptions of fund shares from such Separate Account for the Participating Fund’s most recent fiscal year end.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating Fund, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fund.the Series' shares 3.2 Each Participating Fund agrees to make the shares of its Shares Series available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares the shares of any Series to any person, or suspend or terminate the offering of its Shares, the shares of any Series if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholdersshareholders of such Series. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) and to the general accounts of the Codethose Participating Companies and their affiliates and to Plans. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund Series will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information for each Series available on a per Share per-share and Series basis to Insurance Company by 6:00 7:00 p.m. Eastern time Time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare for the Series in question. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the Separate Account unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that Series shares which will be purchased or redeemed at that day's closing net asset value per Shareshare for such Series. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 8:30 a.m. Eastern time Time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund the relevant Series next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares shares of the Participating Fund each Series for the Separate Account. Each Participating Fund will execute orders for any Series at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 8:30 a.m. Eastern time Time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundSeries shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request for any Series that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed for such Series on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade datesatisfied. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating FundSeries shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time Time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight noon Eastern time Time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating the Fund after 12:00 noon Eastern time Time on such Business Day, Insurance Company shall promptly, promptly upon each applicable Participating the Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Series shares valued at or greater than $1 million dollars, the Participating Fund will may wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares Series shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund Series shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare of each Series. All dividends and capital gains of any Series shall be automatically reinvested in additional Shares shares of the applicable Participating Fund relevant Series at the applicable net asset value per Share share of such Series on the ex-dividend payable date. Each Participating Fund shall, on the day after the ex-dividend payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the each Separate Account will provide for the investment of certain amounts in Shares of each Participating FundSeries shares. 3.2 Each Participating Fund agrees to make the shares of its Shares Series available for purchase at the then applicable net asset value per Share share by Insurance Company and the each Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares the shares of any Series to any person, or suspend or terminate the offering of its Shares, the shares of any Series if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating shareholders of such Series (it being understood that for this purpose shareholders means Contractholders). Notice of election to suspend or terminate shall be furnished by the Fund's shareholders, if or where practicable, and if such suspension or termination is in the sole discretion of the Board, said termination to be effective 10 business days after receipt of such notice by the Insurance Company in order to give the Insurance Company sufficient time to take appropriate steps in response to such suspension or termination. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) and to the general accounts of the Codethose Participating Companies and their affiliates and to Plans. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund Series will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information for each Series available on a per Share per-share and Series basis to Insurance Company by 6:00 7:00 p.m. Eastern time Time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare for the Series in question. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the Separate Account unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that Series shares which will be purchased or redeemed at that day's closing net asset value per Shareshare for such Series. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 10:00 a.m. Eastern time Time on the Business Day next following Insurance Company's receipt of that information; provided, however, that the Fund shall provide additional time to the Insurance Company in the event that the Fund is unable to meet the 7:00 p.m. Eastern Time stated in Section 3.4. Such additional time shall be equal to the additional time that the Fund takes to make the net asset value available to the Insurance Company. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund the relevant Series next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares shares of the Participating Fund each Series for the Separate AccountAccounts. Each Participating Fund will execute orders for any Series at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 10:00 a.m. Eastern time Time on the next following Business Day or such later time as provided under Section 3.5 and, if such orders request the purchase of Shares of the Participating FundSeries shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request for any Series that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed for such Series on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade datesatisfied. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating FundSeries shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time the close of the Federal Reserve wire system on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time the close of the Federal Reserve wire system on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, promptly upon each applicable Participating the Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Series shares valued at or greater than $1 million dollars, the Participating Fund will shall wire such amount to the Insurance Company within seven five days of the orderorder to enable the Insurance Company to pay redemption proceeds within the time specified in Section 22(e) of the Act or such shorter period of time as may be required by law. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund Series shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating 3.10 Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 3.11 On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare of each Series. All dividends and capital gains of any Series shall be automatically reinvested in additional Shares shares of the applicable Participating Fund relevant Series at the applicable net asset value per Share share of such Series on the ex-dividend payable date. Each Participating Fund shall, on the day after the ex-dividend payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption ordersorders exceeding $1 million. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Fund's shares valued at or greater than $1 million dollarsmillion, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fundthe Series’ Shares. 3.2 Each Participating Fund agrees to make the shares of its Shares Series available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares the shares of any Series to any person, or suspend or terminate the offering of its Shares, the shares of any Series if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholdersshareholders of such Series. In addition, the Fund reserves the right to delay the payment of redemption proceeds as permitted under the Act. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) and to the general accounts of the Codethose Participating Companies and their affiliates and to Plans. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund Series will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information for each Series available on a per Share per-share and Series basis to Insurance Company by 6:00 7:00 p.m. Eastern time Time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's ’s net asset value per Shareshare for the Series in question. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the Separate Account unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's ’s Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that Series shares which will be purchased or redeemed at that day's ’s closing net asset value per Shareshare for such Series. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 9:00 a.m. Eastern time Time on the Business Day next following Insurance Company's ’s receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's ’s General Accounts shall be effected at the net asset value per Share share of each Participating Fund the relevant Series next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares shares of the Participating Fund each Series for the Separate Account. Each Participating Fund will execute orders for any Series at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("“effective trade date"”), provided that the Participating Fund receives notice of such orders by 11:00 9:00 a.m. Eastern time Time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundSeries shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request for any Series that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed for such Series on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by satisfied. 3.7 If the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in has advance notice of any unusually large purchase or redemption orders, Insurance Company will use reasonable efforts to notify Fund of such expected orders. 3.8 If Insurance Company's ’s order requests the purchase of Shares of a Participating FundSeries shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time the close of the Federal Reserve wire system on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time the close of the Federal Reserve wire system on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, promptly upon each applicable Participating the Fund's ’s request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares Series shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund Series shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare of each Series. All dividends and capital gains of any Series shall be automatically reinvested in additional Shares shares of the applicable Participating Fund relevant Series at the applicable net asset value per Share share of such Series on the ex-dividend payable date. Each Participating Fund shall, on the day after the ex-dividend payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4817(h) (4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Fund's shares valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares available for purchase at the then applicable net asset value per Share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Share. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that will be purchased or redeemed at that day's closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating Fund, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven three days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating the Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Shares, shares if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) and to the general accounts of the Codethose Participating Companies and their affiliates. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain (loss) information on a per Share per-share and Fund basis to Insurance Company by 6:00 p.m. Eastern time Time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain (loss) information shall be reported immediately upon discovery to Insurance Company. Non-Non- material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the Separate Account unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that shares which will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 a.m. Eastern time Time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time Time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above in this Section and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make use its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating FundFund shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time Time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time Time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating the Fund after 12:00 noon Eastern time Time on such Business Day, Insurance Company shall promptly, promptly upon each applicable Participating the Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Payment for shares redeemed by the Separate Account or the Insurance Company shall be made in Federal Funds transmitted by wire to the Insurance Company or any other designated person on the next Business Day after the Fund is properly notified of the redemption order of shares, except that the Fund reserves the right to delay payment of redemption proceeds to the extent permitted under Section 22(e) of the 0000 Xxx. The Fund shall not bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds by the Insurance Company's order requests ; the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the orderalone shall be responsible for such action. 3.9 Each Participating Fund has the obligation to ensure that its Shares Fund shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued. 3.13 This Agreement does not cover the sale of any Fund shares to the Insurance Company general account.

FUND SHARES. 3.1 The Contracts funded through the Separate Account Accounts will provide for the investment of certain amounts in Shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares available for purchase at the then applicable net asset value per Share by Insurance Company the Society and the Separate Account Accounts on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share basis to Insurance Company the Society by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Companythe Society. Non-material errors will be corrected in the next Business Day's net asset value per Share. 3.5 At the end of each Business Day, Insurance Company the Society will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account Accounts for the day. Using this unit value, Insurance Company the Society will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that will be purchased or redeemed at that day's closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company the Society by 11:00 a.m. Eastern time on the Business Day next following Insurance Companythe Society's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Companythe Society's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company the Society as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund for the Separate AccountAccounts. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company the Society acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating Fund, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company The Society represents and warrants that all orders submitted by the Insurance Company Society for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company The Society will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Companythe Society's order requests the purchase of Shares of a Participating Fund, Insurance Company the Society will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company The Society shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company the Society shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Companythe Society's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company the Society within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Companythe Society. Transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance Companythe Society. Insurance Company The Society will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company the Society with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the Society the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company the Society of the number of Shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating the Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Shares, shares if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) accounts. No shares of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share and Fund basis to Insurance Company by 6:00 p.m. Eastern time Time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that shares which will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 a.m. Eastern time Time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating the Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time Time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade datesatisfied. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating FundFund shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time Time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time Time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating the Fund after 12:00 noon Eastern time Time on such Business Day, Insurance Company shall promptly, promptly upon each applicable Participating the Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund shares valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares Fund shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating the Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Shares, shares if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) and to the general accounts of the Codethose Participating Companies and their affiliates. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain (loss) information on a per Share per- share and Fund basis to Insurance Company by 6:00 p.m. Eastern time Time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain (loss) information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the Separate Account unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that shares which will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 a.m. Eastern time Time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time Time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above in this Section and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make use its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating FundFund shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time Time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time Time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating the Fund after 12:00 noon Eastern time Time on such Business Day, Insurance Company shall promptly, promptly upon each applicable Participating the Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Payment for shares redeemed by the Separate Account or the Insurance Company shall be made in Federal Funds transmitted by wire to the Insurance Company or any other designated person on the next Business Day after the Fund is properly notified of the redemption order of shares, except that the Fund reserves the right to delay payment of redemption proceeds to the extent permitted under Section 22(e) of the 0000 Xxx. The Fund shall not bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds by the Insurance Company's order requests ; the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the orderalone shall be responsible for such action. 3.9 Each Participating Fund has the obligation to ensure that its Shares Fund shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued. 3.13 This Agreement does not cover the sale of any Fund shares to the Insurance Company general account.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares available for purchase at the then applicable net asset value per Share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Share. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that will be purchased or redeemed at that day's closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating Fund, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best reasonable efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption ordersorder greater than $1 million. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Codeaccounts. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. If any Participating Fund provides materially incorrect share net asset value information, Insurance Company shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct net asset value per share. Each party to this Agreement shall have the right to rely on information or confirmations provided by the other party (or by that party's designee), and shall not be liable in the event that an error results from any incorrect information or confirmations supplied by the other party (or by that party's designee). If an error is made in reliance upon incorrect information or confirmations, any amount required to make an account of a Contractholder whole shall be borne by the party who provided the incorrect information or confirmation. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that will be purchased or redeemed at that day's closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent.Account 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption ordersorders exceeding $1 million. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Fund's shares valued at or greater than $1 million dollarsmillion, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares available for purchase at the then applicable net asset value per Share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's ’s shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "“qualified pension or retirement plans" ” as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's ’s net asset value per Share. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's ’s Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that will be purchased or redeemed at that day's ’s closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's ’s receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's ’s General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("“effective trade date"”), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating Fund, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's ’s order requests the purchase of Shares of a Participating Fund, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's ’s request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's ’s order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued. 3.13 To the extent that a Separate Account is properly exempt from registration under the Act, at least once annually, at the request of a Participating Fund, or its designee, Insurance Company will certify the amount of purchases and redemptions of fund shares from such Separate Account for the Participating Fund’s most recent fiscal year end.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares available for purchase at the then applicable net asset value per Share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share basis to Insurance Company by 6:00 6:30 p.m. Eastern time on each Business Day, and shall calculate such closing net asset value in accordance with the Participating Fund's Prospectus. Any material errors in the calculation or reporting of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. In such event Insurance Company shall be entitled to an adjustment to the number of Shares purchased or redeemed to reflect the correct closing net asset value per Share and the Participating Fund shall bear the cost of correcting such errors. Non-material errors will be corrected in the next Business Day's net asset value per Share. 3.5 3.4 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 3.3 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that will be purchased or redeemed at that day's closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 9:30 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 3.5 and 3.83.7, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 3.5 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 9:30 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating Fund, the conditions specified in Section 3.83.7, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued.in

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares available for purchase at the then applicable net asset value per Share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders’s Shareholders. 3.3 Each Participating Fund agrees that shares Shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "“qualified pension or retirement plans" ” as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares Shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per per-Share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's ’s net asset value per Share. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's ’s Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund’s Shares that will be purchased or redeemed at that day's ’s closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's ’s receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's ’s General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund Shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("“effective trade date"”), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund Shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's ’s order requests the purchase of Shares of a Participating Fund’s Shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon 2:00 p.m. Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon 2:00 p.m. Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's ’s request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's ’s order requests the redemption of any Participating Fund’s Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund Shares will be by book entry only. No share Share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued.

FUND SHARES. 3.1 3.1. The Contracts funded through the Separate Account will may provide for the investment of certain amounts in Shares of each Participating Fundthe Portfolios’ shares. 3.2 Each Participating 3.2. Fund agrees to make the shares of its Shares Portfolios available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares the shares of any Portfolio to any person, or suspend or terminate the offering of its Shares, the shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholdersshareholders of such Portfolio. 3.3 Each Participating 3.3. Fund agrees that shares of the Participating Fund Portfolios will be sold only to (a) Participating Companies, their separate accounts, the general accounts of those Participating Companies and their separate accounts or (b) "affiliates and to qualified pension or and retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund Portfolio will be sold to the general public. 3.4 Each Participating 3.4. Fund shall make the net asset value per share of the Portfolios available to Insurance Company on a daily basis as soon as reasonably practicable after the net asset value per share is calculated but shall use its best efforts to provide closing make such net asset value, dividend and capital gain information on a per Share basis to value available by 6:30 p.m. Eastern time. If the Fund provides Insurance Company by 6:00 p.m. Eastern time with materially incorrect net asset value per share information through no fault of Insurance Company, Insurance Company, on each Business Daybehalf of the Separate Account, 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 errors error in the calculation of net asset valuevalue per share, dividend and or capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material Nonmaterial errors will be corrected in the next Business Day's ’s net asset value per Shareshare for the Portfolio in question. 3.5 3.5. At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and Section 3.4 to calculate the Separate Account unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's ’s Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that Portfolio shares which will be purchased or redeemed at that day's ’s closing net asset value per Shareshare for such Portfolio. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 9:30 a.m. Eastern time on the Business Day next following Insurance Company's ’s receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's ’s General Accounts shall be effected at the net asset value per Share share of each Participating Fund the relevant Portfolio next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating 3.6. Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares shares of the Participating Fund each Portfolio for the Separate Account. Each Participating Fund will execute orders for any Portfolio at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("“effective trade date"”), provided that the Participating Fund receives notice of such orders by 11:00 9:30 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundPortfolio shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request for any Portfolio that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed for such Portfolio on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade datesatisfied. 3.7 3.7. Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 3.8. If Insurance Company's ’s order requests the purchase of Shares of a Participating FundPortfolio shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon 1:00 p.m. Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight 1:00 p.m. Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating the Fund after 12:00 noon 1:00 p.m. Eastern time on such Business Day, Insurance Company shall promptly, promptly upon each applicable Participating the Fund's ’s request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. 3.9. If Insurance Company's ’s order requests a net redemption resulting in a payment of redemption proceeds to Insurance Company, the Fund shall use its best efforts to wire the redemption proceeds to Insurance Company, except as provided below, on the Business Day following trade date or, upon notice to Insurance Company, such longer period as permitted by the Act or the rules, orders or regulations thereunder. If Insurance Company’s order requests the application of redemption proceeds from the redemption of any Shares Portfolio shares to the purchase of a Participating Fund valued at or greater than $1 million dollarsshares of another Portfolio, the Participating Fund will wire shall so apply such amount to proceeds the same Business Day that Insurance Company within seven days of transmits such order to the orderFund. 3.9 Each Participating 3.10. Fund has the obligation to ensure that its Shares Portfolio shares are registered with applicable federal agencies the Commission at all times. 3.10 Each Participating 3.11. Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund Portfolio shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating 3.12. Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 3.13. On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare of each Portfolio. All dividends and capital gains of any Portfolio shall be automatically reinvested in additional Shares shares of the applicable Participating Fund relevant Portfolio at the applicable net asset value per Share share of such Portfolio on the ex-dividend payable date. Each Participating Fund shall, on the day after the ex-dividend payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares available for purchase at the then applicable net asset value per Share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day, and shall calculate such closing net asset value in accordance with the Participating Fund's Prospectus. Any material errors in the calculation or reporting of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. In such event Insurance Company shall be entitled to an adjustment to the number of Shares purchased or redeemed to reflect the correct closing net asset value per Share and the Participating Fund shall bear the cost of correcting such errors. Non-material errors will be corrected in the next Business Day's net asset value per Share. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that will be purchased or redeemed at that day's closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating Fund, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption ordersorder in excess of $1 million dollars. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon 4:00 p.m. Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.53.5 (unless the Participating Fund determines and so advises Insurance Company that sufficient proceeds are available from redemption of Shares effected pursuant to redemption requests tendered by Insurance Company on behalf of the Separate Account). Upon receipt of Federal Funds so wired, such funds shall cease to be the responsibility of Insurance Company and shall become the responsibility of the Participating Fund. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon midnight Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 If Insurance Company's order requests the redemption of Shares of a Participating Fund, the Participating Fund will pay for such redemptions by wiring Federal Funds to Insurance Company or its designated custodial account on the day the order is transmitted. The Participating Fund shall make all reasonable efforts to transmit to Insurance Company payment in Federal Funds by 4:00 p.m. Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Upon receipt of Federal Funds so wired, such funds shall cease to be the responsibility of the Participating Fund and shall become the responsibility of Insurance Company. 3.10 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 3.11 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Issuance and transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance CompanyCompany or the Separate Account. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title ledger for the corresponding accountSeparate Account. 3.11 3.12 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 3.13 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Insurance Company reserves the right, on its behalf and on behalf of the Separate Account, to instead receive all such dividends and capital gain distributions in cash. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issuedissued as payment of such dividends and distributions. 3.14 To the extent that a Separate Account is properly exempt from registration under the Act, at least once annually, at the request of a Participating Fund, or its designee, Insurance Company will certify the amount of purchases and redemptions of fund shares from such Separate Account for the Participating Fund's most recent fiscal year end.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately by the Participating Fund upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. If any Participating Fund provides materially incorrect share net asset value information, Insurance Company shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct net asset value per share. Each party to this Agreement shall have the right to rely on information or confirmations provided by the other party (or by that party's designee), and shall not be liable in the event that an error results from any incorrect information or confirmations supplied by the other party (or by that party's designee). If an error is made in reliance upon incorrect information or confirmations, any amount required to make an account of a Contractholder whole shall be borne by the party who provided the incorrect information or confirmation. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make use its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption ordersorder valued at or greater than $1 million. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon 2:00 p.m. Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If Insurance Company's order requests the purchase of shares of more than one Participating Fund, Insurance Company shall combine such order and transmit one net payment to a designated custodial account as long as, simultaneously with such payment, Insurance Company provides Dreyfus with the written details of such order, including the amount of such order per Participating Fund. Each applicable Participating Fund will execute such purchase orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon 2:00 p.m. Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Fund's shares valued at or greater than $1 million dollarsmillion, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date; provided, however, that Insurance Company reserves the right, upon prior written notice to the Participating Fund, to receive all such dividends and capital gains in cash. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent (",,effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Fund's shares valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account Accounts will provide for the investment of certain amounts in Shares shares of each Participating the Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account Accounts on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Shares, shares if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) accounts. No shares of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general accounts of those Participating Companies and their affiliates or to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share and Fund basis to Insurance Company by 6:00 p.m. Eastern time Time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections sections 3.2 and 3.4 to calculate the unit values of the Separate Account Accounts for the day. Using this these unit valuevalues, Insurance Company will process the day's Separate Account Accounts transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that shares which will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 a.m. Eastern time Time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate AccountAccounts. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time Time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade datesatisfied. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating FundFund shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time Time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time Time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating the Fund after 12:00 noon Eastern time Time on such Business Day, Insurance Company shall promptly, promptly upon each applicable Participating the Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund shares valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares Fund shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-ex- dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Separate Accounts shall be effected at the net asset value per Share share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating Fund, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued.Participating

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for permit the investment of certain amounts in Shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares available for purchase at the then applicable net asset value per Share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Share. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that will be purchased or redeemed at that day's closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating Fund, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued.

FUND SHARES. 3.1 The Contracts funded through the each Separate Account will provide for the investment of certain amounts in Shares of each Participating FundSeries shares. 3.2 Each Participating Fund agrees to make the shares of its Shares Series available for purchase at the then applicable net asset value per Share share by Insurance Company the Society and the each Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares the shares of any Series to any person, or suspend or terminate the offering of its Shares, the shares of any Series if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating shareholders of such Series (it being understood that for this purpose shareholders means Contractholders). Notice of election to suspend or terminate shall be furnished by the Fund's shareholders, if or where practicable and if such suspension or termination is in the sole discretion of the Board, said termination to be effective 10 business days after receipt of such notice by the Society in order to give the Society sufficient time to take appropriate steps in response to such suspension or termination. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) and to the general accounts of the Codethose Participating Companies and their affiliates and to Plans. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund Series will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information for each Series available on a per Share per-share and Series basis to Insurance Company the Society by 6:00 7:00 p.m. Eastern time Time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Companythe Society. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare for the Series in question. 3.5 At the end of each Business Day, Insurance Company the Society will use the information described in Sections 3.2 and 3.4 to calculate the Separate Account unit values of the Separate Account for the day. Using this unit value, Insurance Company the Society will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that Series shares which will be purchased or redeemed at that day's closing net asset value per Shareshare for such Series. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company the Society by 11:00 10:00 a.m. Eastern time Time on the Business Day next following Insurance Companythe Society's receipt of that informationinformation provided, however, that the Fund shall provide additional time to the Society in the event that the Fund is unable to meet the 7:00 p.m. Eastern Time stated in Section 3.4. Such additional time shall be equal to the additional time that the Fund takes to make net asset available to the Society. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Companythe Society's General Accounts shall be effected at the net asset value per Share share of each Participating Fund the relevant Series next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company the Society as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares shares of the Participating Fund each Series for the Separate AccountAccounts. Each Participating Fund will execute orders for any Series at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company the Society acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 10:00 a.m. Eastern time Time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundSeries shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request for any Series that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed for such Series on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade datesatisfied. 3.7 Insurance Company The Society will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Companythe Society's order requests the purchase of Shares of a Participating FundSeries shares, Insurance Company the Society will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company The Society shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time the close of the Federal Reserve wire system on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time the close of the Federal Reserve wire system on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company the Society shall promptly, promptly upon each applicable Participating the Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Companythe Society's order requests the redemption of any Shares of a Participating Fund Series shares valued at or greater than $1 million dollars, the Participating Fund will may wire such amount to Insurance Company the Society within seven five days of the orderorder to enable the Society to pay redemption proceeds within the time specified in Section 22(e) of the Act or such shorter period of time as may be required by law. 3.9 Each Participating Fund has the obligation to ensure that its Shares Series shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Companythe Society. Transfers Transfer of Shares of a Participating Fund Series shares will be by book entry only. No share certificates will be issued to Insurance Companythe Society. Insurance Company The Society will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company the Society with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the Society the amount of dividend and capital gain, if any, per Shareshare of each Series. All dividends and capital gains of any Series shall be automatically reinvested in additional Shares shares of the applicable Participating Fund relevant Series at the applicable net asset value per Share share of such Series on the ex-dividend payable date. Each Participating Fund shall, on the day after the ex-dividend payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company the Society of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. If the Participating Fund provides the Insurance Company with materially incorrect share net asset value information, the Separate Account(s) shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct share net asset value. Any material error in the calculation of the net asset value per share, dividend or capital gain information shall be reported promptly upon discovery to the Insurance Company. Furthermore, the Participating Fund shall be liable for the reasonable administrative costs incurred by the Insurance Company in relation to the correction of any material error, provided such error is attributable to the Participating Fund. Administrative costs shall include reasonable allocation of staff time, costs of outside service providers, printing and postage. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Fund's shares valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares shares are registered with applicable federal agencies at all times. Each Participating Fund will register and qualify its shares in accordance with the laws of the applicable states as may be required by law. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Insurance. Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall shall-credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first "Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares available for purchase at the then applicable net asset value per Share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholdersShareholders. 3.3 Each Participating Fund agrees that shares Shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares Shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per per-Share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Share. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's Shares that will be purchased or redeemed at that day's closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund Shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund Shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's Shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon 2:00 p.m. Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon 2:00 p.m. Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Participating Fund's Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund Shares will be by book entry only. No share Share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares available for purchase at the then applicable net asset value per Share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's ’s shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "“qualified pension or retirement plans" ” as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's ’s net asset value per Share. If an error is made in reliance upon incorrect information or confirms, any amount required to make an account of a contractholder whole shall be borne by the party who provided the incorrect information or confirm. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's ’s Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that will be purchased or redeemed at that day's ’s closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's ’s receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's ’s General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("“effective trade date"”), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating Fund, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's ’s order requests the purchase of Shares of a Participating Fund, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's ’s request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's ’s order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued.

FUND SHARES. 3.1 3.1. The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fundthe Portfolios' shares. 3.2 Each Participating 3.2. Fund agrees to make the shares of its Shares Portfolios available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares the shares of any Portfolio to any person, or suspend or terminate the offering of its Shares, the shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholdersshareholders of such Portfolio. 3.3 Each Participating 3.3. Fund agrees that shares of the Participating Fund Portfolios will be sold only to (a) Participating Companies, their separate accounts, the general accounts of those Participating Companies and their separate accounts or (b) "affiliates and to qualified pension or and retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund Portfolio will be sold to the general public. 3.4 Each Participating 3.4. Fund shall make the net asset value per share of the Portfolios available to Insurance Company on a daily basis as soon as reasonably practicable after the net asset value per share is calculated but shall use its best efforts to provide closing make such net asset value, dividend and capital gain information on a per Share basis to value available by 6:30 p.m. Eastern time. If the Fund provides Insurance Company by 6:00 p.m. Eastern time with materially incorrect net asset value per share information through no fault of Insurance Company, Insurance Company, on each Business Daybehalf of the Separate Account, shall be entitled to an adjustment to the number of shares purchased or redeemed to receive the correct net asset value per share. Any material errors error in the calculation of net asset valuevalue per share, dividend and or capital gain information shall be reported immediately promptly upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Share. 3.5 3.5. At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and Section 3.4 to calculate the Separate Account unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that Portfolio shares which will be purchased or redeemed at that day's closing net asset value per Shareshare for such Portfolio. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 [9:00] a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund the relevant Portfolio next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating 3.6. Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares shares of the Participating Fund each Portfolio for the Separate Account. Each Participating Fund will execute orders for any Portfolio at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 [9:00] a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundPortfolio shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request for any Portfolio that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed for such Portfolio on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade datesatisfied. 3.7 3.7. Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 3.8. If Insurance Company's order requests the purchase of Shares of a Participating FundPortfolio shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by [12:00 noon noon] Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by [12:00 midnight midnight] Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating the Fund after [12:00 noon noon] Eastern time on such Business Day, Insurance Company shall promptlypromptly upon, upon each applicable Participating the Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. 3.9. If Insurance Company's order requests a net redemption resulting in a payment of redemption proceeds to Insurance Company, the Fund shall use its best efforts to wire the redemption proceeds to Insurance Company, except as provided below, within three Business Days or, upon notice to Insurance Company, such longer period as permitted by the Act or the rules, orders or regulations thereunder. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Portfolio shares valued at or greater than $1 million dollarsmillion, the Participating Fund will wire such amount to Insurance Company within seven days of the order. If Insurance Company's order requests the application of redemption proceeds from the redemption of Portfolio shares to the purchase of shares of another Portfolio, the Fund shall so apply such proceeds the same Business Day that Insurance Company transmits such order to the Fund. 3.9 Each Participating 3.10. Fund has the obligation to ensure that its Shares Portfolio shares are registered with applicable federal agencies the Commission at all times. 3.10 Each Participating 3.11. Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund Portfolio shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating 3.12. Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 3.13. On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare of each Portfolio. All dividends and capital gains of any Portfolio shall be automatically reinvested in additional Shares shares of the applicable Participating Fund relevant Portfolio at the applicable net asset value per Share share of such Portfolio on the ex-dividend payable date. Each Participating Fund shall, on the day after the ex-dividend payable date or, if not a Business Day, on the first First Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 3.1. The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fundthe Portfolios' shares. 3.2 Each Participating 3.2. Fund agrees to make the shares of its Shares Portfolios available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares the shares of any Portfolio to any person, or suspend or terminate the offering of its Shares, the shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholdersshareholders of such Portfolio. 3.3 Each Participating 3.3. Fund agrees that shares of the Participating Fund Portfolios will be sold only to (a) Participating Companies, their separate accounts, the general accounts of those Participating Companies and their separate accounts or (b) "affiliates and to qualified pension or and retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund Portfolio will be sold to the general public. 3.4 Each Participating 3.4. Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information for each Portfolio available on a per Share per-share and Portfolio basis to Insurance Company by 6:00 ____ p.m. Eastern time Time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare for the Portfolio in question. 3.5 3.5. At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and Section 3.4 to calculate the Separate Account unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that Portfolio shares which will be purchased or redeemed at that day's closing net asset value per Shareshare for such Portfolio. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 [11:00] a.m. Eastern time Time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund the relevant Portfolio next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating 3.6. Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares shares of the Participating Fund each Portfolio for the Separate Account. Each Participating Fund will execute orders for any Portfolio at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 [11:00] a.m. Eastern time Time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundPortfolio shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request for any Portfolio that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed for such Portfolio on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade datesatisfied. 3.7 3.7. Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following the Business Day Insurance Company's receipt receivespt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Fund's shares valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued. To the extent that a Separate Account is properly exempt from registration under the Act, at least once annually, at the request of a Participating Fund, or its designee, Insurance Company will certify the amount of purchases and redemptions of fund shares from such Separate Account for the Participating Fund's most recent fiscal year end.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares available for purchase at the then applicable net asset value per Share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share basis to Insurance Company by 6:00 p.m. p m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. , Non-material errors will be corrected in the next Business Day's net asset value per Share. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that will be purchased or redeemed at that day's closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating Fund, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. 3.8 Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best reasonable efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption ordersorder greater than $1 million. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued.

FUND SHARES. 3.1 3.1. The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fundthe Portfolios' shares. 3.2 Each Participating 3.2. Fund agrees to make the shares of its Shares Portfolios available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares the shares of any Portfolio to any person, or suspend or terminate the offering of its Shares, the shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholdersshareholders of such Portfolio. 3.3 Each Participating 3.3. Fund agrees that shares of the Participating Fund Portfolios will be sold only to (a) Participating Companies, their separate accounts, the general accounts of those Participating Companies and their separate accounts or (b) "affiliates and to qualified pension or and retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund Portfolio will be sold to the general public. 3.4 Each Participating 3.4. Fund shall make the net asset value per share of the Portfolios available to Insurance Company on a daily basis as soon as reasonably practicable after the net asset value per share is calculated but shall use its best efforts to provide closing make such net asset value, dividend and capital gain information on a per Share basis to value available by 6:30 p.m. Eastern time. If the Fund provides Insurance Company by 6:00 p.m. Eastern time with materially incorrect net asset value per share information through no fault of Insurance Company, Insurance Company, on each Business Daybehalf of the Separate Account, 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 errors error in the calculation of net asset valuevalue per share, dividend and or capital gain information shall be reported immediately promptly upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Share. 3.5 3.5. At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and Section 3.4 to calculate the Separate Account unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that Portfolio shares which will be purchased or redeemed at that day's closing net asset value per Shareshare for such Portfolio. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 [9:00] a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund the relevant Portfolio next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating 3.6. Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares shares of the Participating Fund each Portfolio for the Separate Account. Each Participating Fund will execute orders for any Portfolio at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 [9:00] a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundPortfolio shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request for any Portfolio that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade datesatisfied. 3.7 3.7. Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 3.8. If Insurance Company's order requests the purchase of Shares of a Participating FundPortfolio shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by [12:00 noon noon] Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by [12:00 midnight midnight] Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating the Fund after [12:00 noon noon] Eastern time on such Business Day, Insurance Company shall promptly, promptly upon each applicable Participating the Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. 3.9. If Insurance Company's order requests a net redemption resulting in a payment of redemption proceeds to Insurance Company, the Fund shall use its best efforts to wire the redemption proceeds to Insurance Company, except as provided below, within three Business Days or, upon notice to Insurance Company, such longer period as permitted by the Act or the rules, orders or regulations thereunder. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Portfolio shares valued at or greater than $1 million dollarsmillion, the Participating Fund will wire such amount to Insurance Company within seven days of the order. If Insurance Company's order requests the application of redemption proceeds from the redemption of Portfolio shares to the purchase of shares of another Portfolio, the Fund shall so apply such proceeds the same Business Day that Insurance Company transmits such order to the Fund. 3.9 Each Participating 3.10. Fund has the obligation to ensure that its Shares Portfolio shares are registered with applicable federal agencies the Commission at all times. 3.10 Each Participating 3.11. Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund Portfolio shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating 3.12. Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 3.13. On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare of each Portfolio. All dividends and capital gains of any Portfolio shall be automatically reinvested in additional Shares shares of the applicable Participating Fund relevant Portfolio at the applicable net asset value per Share share of such Portfolio on the ex-dividend payable date. Each Participating Fund shall, on the day after the ex-dividend payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At By the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Fund's shares valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the each Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account Accounts on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the each Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that will be purchased or redeemed at that day's closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent.to 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued.Insurance

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. In the event of a material error in the net asset value per share, the Fund shall take the following steps. Any such error shall be reported promptly upon discovery to the Insurance Company. Notification can be made orally or by direct or indirect systems access but must be confirmed in writing. The letter must state for each day for which an error occurred the incorrect price, the correct price, and the reason for the price change. If an adjustment is necessary to correct an error which has caused the Separate Account to receive less than that to which it is entitled, the Fund shall make all necessary adjustments to the number of shares owned in the Separate Account and distribute to the Insurance Company any and all amounts of the underpayment. The Insurance Company will credit the appropriate amount of such payment to the Separate Account. No adjustment for an error shall be taken in any Separate Account until such time as the parties hereto have agreed to a resolution of the error, but the parties shall use all reasonable efforts to reach such agreement within two business days after discovery of the error. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 11 :00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 11 :00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Fund's shares valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares shares are registered with applicable federal agencies at all times. Fund will register and qualify its shares for sale in accordance with the laws of the applicable states as may be required by law. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 3.1. The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fundthe Portfolios' shares. 3.2 Each Participating 3.2. Fund agrees to make the shares of its Shares Portfolios available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares the shares of any Portfolio to any person, or suspend or terminate the offering of its Shares, the shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholdersshareholders of such Portfolio. 3.3 Each Participating 3.3. Fund agrees that shares of the Participating Fund Portfolios will be sold only to (a) Participating Companies, their separate accounts, the general accounts of those Participating Companies and their separate accounts or (b) "affiliates and to qualified pension or and retirement plans" as determined under plans in accordance with Section 817(h)(4817(h) of (4) and the CodeCode and Treasury Regulations 1.817-5. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund Portfolio will be sold to the general public. 3.4 Each Participating 3.4. Fund shall make the net asset value per share of the Portfolios available to Insurance Company on a daily basis as soon as reasonably practicable after the net asset value per share is calculated but shall use its best efforts to provide closing make such net asset value, dividend and capital gain information on a per Share basis to value available by 6:30 p.m. Eastern time. If the Fund provides Insurance Company by 6:00 p.m. Eastern time with materially incorrect net asset value per share information through no fault of Insurance Company, Insurance Company, on each Business Daybehalf of the Separate Account, 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 errors error in the calculation of net asset valuevalue per share, dividend and or capital gain information shall be reported immediately promptly upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Share. 3.5 3.5. At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and Section 3.4 to calculate the Separate Account unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that Portfolio shares which will be purchased or redeemed at that day's closing net asset value per Shareshare for such Portfolio. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 9:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund the relevant Portfolio next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating 3.6. Fund appoints Insurance Company as its agent for the limited purpose of accepting orders orders, for the purchase and redemption of Shares shares of the Participating Fund each Portfolio for the the' Separate Account. Each Participating Fund will execute orders for any Portfolio at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 9:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundPortfolio shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request for any Portfolio that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed for such Portfolio on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade datesatisfied. 3.7 3.7. Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 3.8. If Insurance Company's order requests the purchase of Shares of a Participating FundPortfolio shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating the Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, promptly upon each applicable Participating the Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. 3.9. If Insurance Company's order requests a net redemption resulting in a payment of redemption proceeds to Insurance Company, the Fund shall use its best efforts to wire the redemption proceeds to Insurance Company, except as provided below, within three Business Days or, upon notice to Insurance Company, such longer period as permitted by the Act or the rules, orders or regulations thereunder. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Portfolio shares valued at or greater than $1 million dollarsmillion, the Participating Fund will wire such amount to Insurance Company within seven days of the order. If Insurance Company's order requests the application of redemption proceeds from the redemption of Portfolio shares to the purchase of shares of another Portfolio, the Fund shall so apply such proceeds the same Business Day that Insurance Company transmits such order to the Fund. 3.9 Each Participating 3.10. Fund has the obligation to ensure that its Shares Portfolio shares are registered with applicable federal agencies the Commission at all times. 3.10 Each Participating 3.11. Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund Portfolio shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating 3.12. Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 3.13. On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare of each Portfolio. All dividends and capital gains of any Portfolio shall be automatically reinvested in additional Shares shares of the applicable Participating Fund relevant Portfolio at the applicable net asset value per Share share of such Portfolio on the ex-dividend payable date. Each Participating Fund shall, on the day after the ex-dividend payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 3.1. The Contracts funded through the Separate Account will provide for not prohibit the investment of certain amounts in Shares of each Participating Fundthe Portfolios’ shares. 3.2 Each Participating 3.2. Fund agrees to make the shares of its Shares Portfolios available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account Accounts on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares the shares of any Portfolio to any person, or suspend or terminate the offering of its Shares, the shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders.shareholders of such Portfolio (it being understood that for this purpose, the term “shareholders of such Portfolio” shall be deemed to refer to the owners of variable annuity and variable life insurance contracts under which funds have been allocated to such Portfolio, rather than referring to insurance companies that issued such contracts). Any such suspension or termination shall be effectuated in accordance with Article X hereof 3.3 Each Participating 3.3. Fund agrees that shares of the Participating Fund Portfolios will be sold only to (a) Participating Companies, their separate accounts, the general accounts of those Participating Companies and their separate accounts or (b) "affiliates and to qualified pension or and retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund Portfolio will be sold to the general public. 3.4 Each Participating 3.4. Fund shall use its best efforts to provide closing make the net asset value, dividend and capital gain information on a value per Share basis share of the Portfolios available to Insurance Company on a daily basis as soon as reasonably practicable after the net asset value per share is calculated but shall use commercially reasonable efforts to make such net asset value available by 6:00 7:00 p.m. Eastern time time. If the Fund provides Insurance Company with materially incorrect net asset value per share information through no fault of Insurance Company, Insurance Company, on each Business Daybehalf of the Separate Accounts, shall be entitled, to the extent reasonably practicable, to an adjustment to the number of shares purchased or redeemed to reflect the correct net asset value per share. Any material errors error in the calculation of net asset valuevalue per share, dividend and or capital gain information (each a “pricing error”) shall be reported immediately promptly upon discovery to Insurance Company. Non-material errors will Such notification may be corrected verbal, but shall be confirmed promptly in writing in accordance with the next Business Day's notices section of this Agreement. If, in addition to requiring an adjustment to the number of shares purchased or redeemed to reflect the correct net asset value per Shareshare, Insurance Company’s then current pricing error correction policy (which policy shall be in accordance with the SEC’s current policy on pricing errors) requires that retroactive corrective action be taken with respect to shareholders’ transactions effected at the incorrect net asset value per share, then XXX shall be required to reimburse Insurance Company for any loss and shareholder transactions may be reprocessed. If any reprocessing causes Insurance Company to correct Contractholder accounts, XXX shall reimburse Insurance Company for its reasonable out-of-pocket costs for adjustments made in connection with making corrections to Contractholder accounts. 3.5 3.5. At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and Section 3.4 to calculate the Separate Account unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's ’s Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that Portfolio shares which will be purchased or redeemed at that day's ’s closing net asset value per Shareshare for such Portfolio. The To assure the trade date price the net purchase or redemption orders for each Portfolio will be transmitted to each Participating the Fund by Insurance Company by 11:00 9:30 a.m. Eastern time on the Business Day next following Insurance Company's ’s receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's ’s General Accounts shall be effected at the net asset value per Share share of each Participating Fund the relevant Portfolio next calculated after receipt of the order by the Participating Fund or its Transfer Agentthen current transfer agent. 3.6 Each Participating 3.6. Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares shares of the Participating Fund each Portfolio for the Separate Account. Each Participating Fund will execute orders for any Portfolio at the applicable net asset value per Share share determined as of the close of trading on the floor of the New York Stock Exchange (“Close of Trading”) on the day of receipt of such orders by Insurance Company acting as agent ("“effective trade date"”), provided that the Participating Fund receives notice of such orders by 11:00 9:30 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundPortfolio shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request for any Portfolio that does not satisfy the conditions specified above and in Section #3.8, as applicable, will be effected at the net asset value per Share computed for such Portfolio on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade datesatisfied. 3.7 3.7. Insurance Company will make its best use commercially reasonable efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 3.8. If Insurance Company's ’s order requests the purchase of Shares of a Participating FundPortfolio shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close Close of trading Trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating the Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, promptly upon each applicable Participating the Fund's ’s request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. 3.9. If Insurance Company's ’s order requests a net redemption resulting in a payment of redemption proceeds to Insurance Company, the Fund shall use commercially reasonable efforts to wire the redemption proceeds to Insurance Company, except as provided below, within three Business Days or, upon notice to Insurance Company, such longer period as permitted by the Act or the rules, orders or regulations thereunder. If Insurance Company’s order requests the redemption of any Shares of a Participating Fund Portfolio shares valued at or greater than $1 million dollarsmillion, the Participating Fund will wire such amount to Insurance Company within seven days of the order. If Insurance Company’s order requests the application of redemption proceeds from the redemption of Portfolio shares to the purchase of shares of another Portfolio, the Fund shall so apply such proceeds the same Business Day that Insurance Company transmits such order to the Fund. 3.9 Each Participating 3.10. Fund has the obligation to ensure that its Shares Portfolio shares are registered with applicable federal agencies the Commission at all times. 3.10 Each Participating 3.11. Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund Portfolio shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating 3.12. Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 3.13. On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare of each Portfolio. All dividends and capital gains of any Portfolio shall be automatically reinvested in additional Shares shares of the applicable Participating Fund relevant Portfolio at the applicable net asset value per Share share of such Portfolio on the ex-dividend payable date. Each Participating Fund shall, on the day after the ex-dividend payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares available for purchase at the then applicable net asset value per Share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares Shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares Shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per per-Share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Share. If the Participating Fund provides the Insurance Company with materially incorrect Share net asset value information, the Separate Account(s) shall be entitled to an adjustment to the number of Shares purchased or redeemed to reflect the correct Share net asset value. Any material error in the calculation of the net asset value per Share, dividend or capital gain information shall be reported promptly upon discovery to the Insurance Company. Furthermore, the Participating Fund shall be liable for the reasonable administrative costs incurred by the Insurance Company in relation to the correction of any material error, provided such error is attributable to the Participating Fund. Administrative cost shall include reasonable allocation of staff time, costs of outside service providers, printing and postage. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's Shares that will be purchased or redeemed at that day's closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund Shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund Shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's Shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Participating Fund's Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. Each Participating Fund will register and qualify its Shares in accordance with the laws of the applicable states as may be required by law. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund Shares will be by book entry only. No share Share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares available for purchase at the then applicable net asset value per Share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's ’s shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's ’s net asset value per Share. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's ’s Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that will be purchased or redeemed at that day's ’s closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's ’s receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's ’s General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agenttransfer agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating Fund, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's ’s order requests the purchase of Shares of a Participating Fund, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's ’s request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's ’s order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued. 3.13 To the extent that a Separate Account is properly exempt from registration under the Act, at least once annually, at the request of a Participating Fund, or its designee, Insurance Company will certify the amount of purchases and redemptions of fund shares from such Separate Account for the Participating Fund’s most recent fiscal year end.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction Jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Codecode. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. satisfied A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Fund's shares valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares available for purchase at the then applicable net asset value per Share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Share. If an error is made in reliance upon incorrect information or confirms, any amount required to make an account of a contractholder whole shall be borne by the party who provided the incorrect information or confirm. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that will be purchased or redeemed at that day's closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating Fund, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued. 3.13 To the extent that a Separate Account is properly exempt from registration under the Act, at least once annually, at the request of a Participating Fund, or its designee, Insurance Company will certify the amount of purchases and redemptions of fund shares from such Separate Account for the Participating Fund's most recent fiscal year end.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4817 (h) (4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Fund's shares valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors (as determined under SEC guidelines) in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this these unit valuevalues, Insurance Company will process the day's Separate Account transactions received by it by the close of regular trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of regular trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time the close of business of the federal reserve wire system on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time the close of business of the federal reserve wire system on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Fund's shares valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after or prior to the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares available for purchase at the then applicable net asset value per Share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's ’s shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "“qualified pension or retirement plans" ” as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day, and shall calculate such closing net asset value in accordance with the Participating Fund’s Prospectus. Any material errors in the calculation or reporting of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. In such event Insurance Company shall be entitled to an adjustment to the number of Shares purchased or redeemed to reflect the correct closing net asset value per Share and the Participating Fund shall bear the cost of correcting such errors. Non-material errors will be corrected in the next Business Day's ’s net asset value per Share. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's ’s Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that will be purchased or redeemed at that day's ’s closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's ’s receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's ’s General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("“effective trade date"”), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating Fund, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption ordersorder in excess of $1 million dollars. 3.8 If Insurance Company's ’s order requests the purchase of Shares of a Participating Fund, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon 4:00 p.m. Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.53.5 (unless the Participating Fund determines and so advises Insurance Company that sufficient proceeds are available from redemption of Shares effected pursuant to redemption requests tendered by Insurance Company on behalf of the Separate Account). Upon receipt of Federal Funds so wired, such funds shall cease to be the responsibility of Insurance Company and shall become the responsibility of the Participating Fund. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon midnight Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's ’s request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's ’s order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 If Insurance Company’s order requests the redemption of Shares of a Participating Fund, the Participating Fund will pay for such redemptions by wiring Federal Funds to Insurance Company or its designated custodial account on the day the order is transmitted. The Participating Fund shall make all reasonable efforts to transmit to Insurance Company payment in Federal Funds by 4:00 p.m. Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Upon receipt of Federal Funds so wired, such funds shall cease to be the responsibility of the Participating Fund and shall become the responsibility of Insurance Company. 3.10 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 3.11 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Issuance and transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance CompanyCompany or the Separate Account. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title ledger for the corresponding accountSeparate Account. 3.11 3.12 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 3.13 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Insurance Company reserves the right, on its behalf and on behalf of the Separate Account, to instead receive all such dividends and capital gain distributions in cash. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issuedissued as payment of such dividends and distributions. 3.14 To the extent that a Separate Account is properly exempt from registration under the Act, at least once annually, at the request of a Participating Fund, or its designee, Insurance Company will certify the amount of purchases and redemptions of fund shares from such Separate Account for the Participating Fund’s most recent fiscal year end.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating the Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding Not withstanding the foregoing, each Participating the Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Shares, shares if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) and to the general accounts of the Codethose Participating Companies and their affiliates. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain (loss) information on a per Share per-share and Fund basis to Insurance Company by 6:00 p.m. Eastern time Time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain (loss) information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the Separate Account unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that shares which will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 a.m. Eastern time Time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time Time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above in this Section and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make use its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating FundFund shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time Time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time Time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating the Fund after 12:00 noon Eastern time Time on such Business Day, Insurance Company shall promptly, promptly upon each applicable Participating the Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Payment for shares redeemed by the Separate Account or the Insurance Company shall be made in Federal Funds transmitted by wire to the Insurance Company or any other designated person on the next Business Day after the Fund is properly notified of the redemption order of shares, except that the Fund reserves the right to delay payment of redemption proceeds to the extent permitted under Section 22(e) of the 1940 Act. The Fund shall not bear any responsibility wxxxxxxxxx for the proper disbursement or crediting of redemption proceeds by the Insurance Company's order requests ; the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the orderalone shall be responsible for such action. 3.9 Each Participating Fund has the obligation to ensure that its Shares Fund shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued. 3.13 This Agreement does not cover the sale of any Fund shares to the Insurance Company general account.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this these unit valuevalues, Insurance Company will process the day's Separate Account transactions received by it by the close of regular trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent... 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of regular trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon midnight Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares shares are registered with applicable state and federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after or prior to the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares available for purchase at the then applicable net asset value per Share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. Shares of a Participating Fund will be ordered in such quantities and at such times as determined by Insurance Company to be necessary to meet the requirements of the Contracts. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall make the net asset value per share for each Participating Fund available to Insurance Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated and use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share basis to Insurance Company by 6:00 6:30 p.m. Eastern time on each Business Day, but no later than 7:00 p.m. Eastern Time on each Business Day. Each Participating Fund will notify Insurance Company as soon as possible if it is determined that the net asset value per share will be available after 7:00 p.m. Eastern Time on any Business Day, and such Participating Fund and Insurance Company will mutually agree upon a final deadline for timely receipt of the net asset value on such Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. If Insurance Company is provided with materially incorrect net asset value information, Insurance Company will be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct net asset value per share. Non-material errors will be corrected in the next Business Day's net asset value per Share. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that will be purchased or redeemed at that day's closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund for the Separate Account. Receipt by Insurance Company will constitute receipt by Participating Fund. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating Fund, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit initiate the transmission to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon midnight Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven five days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies and duly authorized for issuance in accordance with applicable at all times. 3.10 Each Participating Fund will confirm in writing each purchase or redemption order made by Insurance Company. Transfers Issuance and transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance CompanyCompany or any account. Insurance Company will record Shares ordered and redeemed from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company (by wire or telephone, followed by written confirmation) the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date; provided, however, Insurance Company reserves the right to receive all such dividends and distributions in cash. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, laws necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors (as determined under SEC guidelines) in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this these unit valuevalues, Insurance Company will process the day's Separate Account transactions received by it by the close of regular trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of regular trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time the close of business of the federal reserve wire system on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time the close of business of the federal reserve wire system on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Fund's shares valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after or prior to the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The Insurance Company will use all commercially reasonable efforts to transmit the net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Payment for the purchase or redemption of Participating Fund shares may be netted against one another on any Business Day for the purpose of determining the amount of any wire transfer on that Business Day. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all commercially reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Fund's shares valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued. Insurance Company reserves the right, on its behalf and on behalf of the Separate Account, to revoke this election and receive all such dividends in cash.

FUND SHARES. 3.1 The Contracts funded through the Separate Account Accounts will provide for the investment of certain amounts in Shares shares of each Participating the Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account Accounts on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Shares, shares if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) accounts. No shares of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general accounts of those Participating Companies and their affiliates or to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share and Fund basis to Insurance Company by 6:00 p.m. Eastern time Time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account Accounts for the day. Using this these unit valuevalues, Insurance Company will process the day's Separate Account Accounts transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that shares which will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 a.m. Eastern time Time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate AccountAccounts. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time Time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade datesatisfied. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating FundFund shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time Time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time Time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating the Fund after 12:00 noon Eastern time Time on such Business Day, Insurance Company shall promptly, promptly upon each applicable Participating the Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund shares valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares Fund shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating the Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Shares, shares if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, . acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) and to the general accounts of the Codethose Participating Companies and their affiliates. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain (loss) information on a per Share per-share and Fund basis to Insurance Company by 6:00 p.m. Eastern time Time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain (loss) information shall be reported immediately Immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the Separate Account unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that shares which will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 a.m. Eastern time Time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time Time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above in this Section and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make use its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating FundFund shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time Time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time Time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating the Fund after 12:00 noon Eastern time Time on such Business Day, Insurance Company shall promptly, promptly upon each applicable Participating the Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Payment for shares redeemed by the Separate Account or the Insurance Company shall be made in Federal Funds transmitted by wire to the Insurance Company or any other designated person on the next Business Day after the Fund is properly notified of the redemption order of shares, except that the Fund reserves the right to delay payment of redemption proceeds to the extent permitted under Section 22(e) of the 1940 Act. The Fund shall not bear any responsibility wxxxxxxxxx for the proper disbursement or crediting of redemption proceeds by the Insurance Company's order requests ; the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order.alone shall be responsible for such action 3.9 Each Participating Fund has the obligation to ensure that its Shares Fund shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued. 3.13 This Agreement does not cover the sale of any Fund shares to the Insurance Company general account.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares available for purchase at the then applicable net asset value per Share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's ’s shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "“qualified pension or retirement plans" ” as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's ’s net asset value per Share. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's ’s Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that will be purchased or redeemed at that day's ’s closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's ’s receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's ’s General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("“effective trade date"”), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating Fund, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best reasonable efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption ordersorder greater than $1 million. 3.8 If Insurance Company's ’s order requests the purchase of Shares of a Participating Fund, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's ’s request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares available for purchase at the then applicable net asset value per Share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Share. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that will be purchased or redeemed at that day's closing net asset value per Share. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agenttransfer agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating Fund, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued. 3.13 To the extent that a Separate Account is properly exempt from registration under the Act, at least once annually, at the request of a Participating Fund, or its designee, Insurance Company will certify the amount of purchases and redemptions of fund shares from such Separate Account for the Participating Fund's most recent fiscal year end.

FUND SHARES. 3.1 3.1. The Contracts funded through the Separate Account will may provide for the investment of certain amounts in Shares of each Participating Fundthe Portfolios’ shares. 3.2 Each Participating 3.2. Fund agrees to make the shares of its Shares Portfolios available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares the shares of any Portfolio to any person, or suspend or terminate the offering of its Shares, the shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and and: in the best interests of the Participating Fund's shareholdersshareholders of such Portfolio. 3.3 Each Participating 3.3. Fund agrees that shares of the Participating Fund Portfolios will be sold only to (a) Participating Companies, their separate accounts, the general accounts of those Participating Companies and their separate accounts or (b) "affiliates and to qualified pension or and retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund Portfolio will be sold to the general public. 3.4 Each Participating 3.4. Fund shall make the net asset value per share of the Portfolios available to Insurance Company on a daily basis as soon as reasonably practicable after the net asset value per share is calculated but shall use its best efforts to provide closing make such net asset value, dividend and capital gain information on a per Share basis to value available by 6:30 p.m. Eastern time. If the Fund provides Insurance Company by 6:00 p.m. Eastern time with materially incorrect net asset value per share information through no fault of Insurance Company, Insurance Company, on each Business Daybehalf of the Separate Account, 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 errors error in the calculation of net asset value, value per share; dividend and or capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material Nonmaterial errors will be corrected in the next Business Day's ’s net asset value per Shareshare for the Portfolio in question. 3.5 3.5. At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and Section 3.4 to calculate the Separate Account unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's ’s Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that Portfolio shares which will be purchased or redeemed at that day's ’s closing net asset value per Shareshare for such Portfolio. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 9:30 a.m. Eastern time on the Business Day next following Insurance Company's ’s receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's ’s General Accounts shall be effected at the net asset value per Share share of each Participating Fund the relevant Portfolio next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating 3.6. Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares shares of the Participating Fund each Portfolio for the Separate Account. Each Participating Fund will execute orders for any Portfolio at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("“effective trade date"”), provided that the Participating Fund receives notice of such orders by 11:00 9:30 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundPortfolio shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request for any Portfolio that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed for such Portfolio on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade datesatisfied. 3.7 3.7. Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 3.8. If Insurance Company's ’s order requests the purchase of Shares of a Participating FundPortfolio shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon 1:00 p.m. Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight 1:00 p.m. Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating the Fund after 12:00 noon 1:00 p.m. Eastern time on such Business Day, Insurance Company shall promptly, promptly upon each applicable Participating the Fund's ’s request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. 3.9. If Insurance Company's ’s order requests a net redemption resulting in a payment of redemption proceeds to Insurance Company, the Fund shall use its best efforts to wire the redemption proceeds to Insurance Company, except as provided below, on the Business Day following trade date or, upon notice to Insurance Company, such longer period as permitted by the Act or the rules, orders or regulations thereunder. If Insurance Company’s order requests the application of redemption proceeds from the redemption of any Shares Portfolio shares to the purchase of a Participating Fund valued at or greater than $1 million dollarsshares of another Portfolio, the Participating Fund will wire shall so apply such amount to proceeds the same Business Day that Insurance Company within seven days of transmits such order to the orderFund. 3.9 Each Participating 3.10. Fund has the obligation to ensure that its Shares Portfolio shares are registered with applicable federal agencies the Commission at all times. 3.10 Each Participating 3.11. Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund Portfolio shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating 3.12. Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 3.13. On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare of each Portfolio. All dividends and capital gains of any Portfolio shall be automatically reinvested in additional Shares shares of the applicable Participating Fund relevant Portfolio at the applicable net asset value per Share share of such Portfolio on the ex-dividend payable date. Each Participating Fund shall, on the day after the ex-dividend payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. In the event of a material error in the net asset value per share, the Participating Fund shall take the following steps. Any such error shall be reported promptly upon discovery to the Insurance Company. Notification can be made orally or by direct or indirect systems access but must be confirmed in writing. The letter must state for each day for which an error occurred the incorrect price, the correct price and the reason for the price change. If an adjustment is necessary to correct an error that has caused the Separate Account to receive less than that to which it is entitled, the Participating Fund shall make all necessary adjustments to the number of shares owned in the Separate Account and distribute to the Insurance Company any and all amounts of the underpayment. The Insurance Company will credit the appropriate amount of such payment to the Separate Account. When making adjustments for an error, the Participating Fund shall not net same day transactions in the Separate Account. No adjustment for an error shall be taken in any Separate Account until such time as the parties hereto have agreed to a resolution of the error, but the parties shall use all reasonable efforts to reach such agreement within two business days after discovery of the error. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers of Shares of a Participating Fund will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued.pursuant

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's ’s shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "“qualified pension or retirement plans" ” as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's ’s net asset value per Shareshare. If the Participating Fund provides the Insurance Company with materially incorrect share net asset value information, the Separate Account(s) shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct share net asset value. Any material error in the calculation of the net asset value per share, dividend or capital gain information shall be reported promptly upon discovery to the Insurance Company. Furthermore, the Participating Fund shall be liable for the reasonable administrative costs incurred by the Insurance Company in relation to the correction of any material error, provided such error is attributable to the Participating Fund. Administrative costs shall include reasonable allocation of staff time, costs of outside service providers, printing and postage. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's ’s Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund’s shares that will be purchased or redeemed at that day's ’s closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's ’s receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's ’s General Accounts shall be effected at the net asset value per Share share of each Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("“effective trade date"”), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's ’s order requests the purchase of Shares of a Participating Fund’s shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's ’s request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's ’s order requests the redemption of any Shares of a Participating Fund Fund’s shares valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares shares are registered with applicable federal agencies at all times. Each Participating Fund will register and qualify its shares in accordance with the laws of the applicable states as may be required by law. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fund. 3.2 Each Participating the Portfolios' shares. Fund agrees to make the shares of its Shares Portfolios available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares the shares of any Portfolio to any person, or suspend or terminate the offering of its Shares, the shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating shareholders of such Portfolio. Fund agrees that shares of the Participating Fund Portfolios will be sold only to (a) Participating Companies, their separate accounts, the general accounts of those Participating Companies and their separate accounts or (b) "affiliates and to qualified pension or and retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund Portfolio will be sold to the general public. 3.4 Each Participating . Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information for each Portfolio available on a per Share per- share and Portfolio basis to Insurance Company by 6:00 6 p.m. Eastern time Time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Share. 3.5 share for the Portfolio in question. At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and Section 3.4 to calculate the Separate Account unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that Portfolio shares which will be purchased or redeemed at that day's closing net asset value per Shareshare for such Portfolio. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 [11:00] a.m. Eastern time Time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund the relevant Portfolio next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating . Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares shares of the Participating Fund each Portfolio for the Separate Account. Each Participating Fund will execute orders for any Portfolio at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 [11:00] a.m. Eastern time Time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundPortfolio shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request for any Portfolio that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed for such Portfolio on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8satisfied. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 . If Insurance Company's order requests the purchase of Shares of a Participating FundPortfolio shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by [12:00 noon noon] Eastern time Time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by [12:00 midnight noon] Eastern time Time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating the Fund after [12:00 noon noon] Eastern time Time on such Business Day, Insurance Company shall promptly, promptly upon each applicable Participating the Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Portfolio shares valued at or greater than $1 million dollarsmillion, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating . Fund has the obligation to ensure that its Shares Portfolio shares are registered with applicable federal agencies the Commission at all times. 3.10 Each Participating . Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund Portfolio shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating . Fund shall credit Insurance Company with the appropriate number of Shares. 3.12 shares. On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare of each Portfolio. All dividends and capital gains of any Portfolio shall be automatically reinvested in additional Shares shares of the applicable Participating Fund relevant Portfolio at the applicable net asset value per Share share of such Portfolio on the ex-dividend payable date. Each Participating Fund shall, on the day after the ex-dividend payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares shares of each Participating Fund. 3.2 Each Participating Fund agrees to make its Shares shares available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares shares to any person, or suspend or terminate the offering of its Sharesshares, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholders. 3.3 Each Participating Fund agrees that shares of the Participating Fund will be sold only to (a) Participating Companies and their separate accounts or (b) "qualified pension or retirement plans" as determined under Section 817(h)(4817 (h) (4) of the Code. Except as otherwise set forth in this Section 3.3, no shares of any Participating Fund will be sold to the general public. 3.4 Each Participating Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information on a per Share per-share basis to Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Shareshare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund Fund's shares that will be purchased or redeemed at that day's closing net asset value per Shareshare. The net purchase or redemption orders will be transmitted to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts Account(s) shall be effected at the net asset value per Share not purchase any shares of each any Participating Fund next calculated after receipt of the order by the Participating Fund or its Transfer AgentFund. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares of the Participating Fund shares for the Separate Account. Each Participating Fund will execute orders at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundFund shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share share computed on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade date. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating Fund's shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, upon each applicable Participating Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Fund's shares valued at or greater than $1 million dollars, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Each Participating Fund has the obligation to ensure that its Shares shares are registered with applicable federal agencies at all times. 3.10 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare. All dividends and capital gains shall be automatically reinvested in additional Shares shares of the applicable Participating Fund at the net asset value per Share share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 3.1. The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fundthe Portfolios’ shares. 3.2 Each Participating 3.2. Fund agrees to make the shares of its Shares Portfolios available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares the shares of any Portfolio to any person, or suspend or terminate the offering of its Shares, the shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholdersshareholders of such Portfolio. 3.3 Each Participating 3.3. Fund agrees that shares of the Participating Fund Portfolios will be sold only to (a) Participating Companies, their separate accounts, the general accounts of those Participating Companies and their separate accounts or (b) "affiliates and to qualified pension or and retirement plans" as determined under plans in accordance with Section 817(h)(4) of and the CodeCode and Treasury Regulations 1.817-5. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund Portfolio will be sold to the general public. 3.4 Each Participating 3.4. Fund shall make the net asset value per share of the Portfolios available to Insurance Company on a daily basis as soon as reasonably practicable after the net asset value per share is calculated but shall use its best efforts to provide closing make such net asset value, dividend and capital gain information on a per Share basis to value available by 6:30 p.m. Eastern time. If the Fund provides Insurance Company by 6:00 p.m. Eastern time with materially incorrect net asset value per share information through no fault of Insurance Company, Insurance Company, on each Business Daybehalf of the Separate Account, 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 errors error in the calculation of net asset valuevalue per share, dividend and or capital gain information shall be reported immediately promptly upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Share. 3.5 3.5. At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and Section 3.4 to calculate the Separate Account unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's ’s Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that Portfolio shares which will be purchased or redeemed at that day's ’s closing net asset value per Shareshare for such Portfolio. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 9:00 a.m. Eastern time on the Business Day next following Insurance Company's ’s receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's ’s General Accounts shall be effected at the net asset value per Share share of each Participating Fund the relevant Portfolio next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating 3.6. Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares shares of the Participating Fund each Portfolio for the Separate Account. Each Participating Fund will execute orders for any Portfolio at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("“effective trade date"”), provided that the Participating Fund receives notice of such orders by 11:00 9:00 a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundPortfolio shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request for any Portfolio that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed for such Portfolio on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade datesatisfied. 3.7 3.7. Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 3.8. If Insurance Company's ’s order requests the purchase of Shares of a Participating FundPortfolio shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by 12:00 noon Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating the Fund after 12:00 noon Eastern time on such Business Day, Insurance Company shall promptly, promptly upon each applicable Participating the Fund's ’s request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. 3.9. If Insurance Company's ’s order requests a net redemption resulting in a payment of redemption proceeds to Insurance Company, the Fund shall use its best efforts to wire the redemption proceeds to Insurance Company, except as provided below, within three Business Days or, upon notice to Insurance Company, such longer period as permitted by the Act or the rules, orders or regulations thereunder. If Insurance Company’s order requests the redemption of any Shares of a Participating Fund Portfolio shares valued at or greater than $1 million dollarsmillion, the Participating Fund will wire such amount to Insurance Company within seven days of the order. If Insurance Company’s order requests the application of redemption proceeds from the redemption of Portfolio shares to the purchase of shares of another Portfolio, the Fund shall so apply such proceeds the same Business Day that Insurance Company transmits such order to the Fund. 3.9 Each Participating 3.10. Fund has the obligation to ensure that its Shares Portfolio shares are registered with applicable federal agencies the Commission at all times. 3.10 Each Participating 3.11. Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund Portfolio shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating 3.12. Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 3.13. On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare of each Portfolio. All dividends and capital gains of any Portfolio shall be automatically reinvested in additional Shares shares of the applicable Participating Fund relevant Portfolio at the applicable net asset value per Share share of such Portfolio on the ex-dividend payable date. Each Participating Fund shall, on the day after the ex-dividend payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fundthe Portfolios' shares. 3.2 Each Participating Fund agrees to make the shares of its Shares Portfolios available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares the shares of any Portfolio to any person, or suspend or terminate the offering of its Shares, the shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholdersshareholders of such Portfolio. 3.3 Each Participating Fund agrees that shares of the Participating Fund Portfolios will be sold only to (a) Participating Companies, their separate accounts, the general accounts of those Participating Companies and their separate accounts or (b) "affiliates and to qualified pension or and retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund Portfolio will be sold to the general public. 3.4 Each Participating Fund shall make the net asset value per share of the Portfolios available to Insurance Company on a daily basis as soon as reasonably practicable after the net asset value per share is calculated but shall use its best efforts to provide closing make such net asset value, dividend and capital gain information on a per Share basis to value available by 6:30 p.m. Eastern time. If the Fund provides Insurance Company by 6:00 p.m. Eastern time with materially incorrect net asset value per share information through no fault of Insurance Company, Insurance Company, on each Business Daybehalf of the Separate Account, 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 errors error in the calculation of net asset valuevalue per share, dividend and or capital gain information shall be reported immediately promptly upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Share. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and Section 3.4 to calculate the Separate Account unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that Portfolio shares which will be purchased or redeemed at that day's closing net asset value per Shareshare for such Portfolio. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 [9:00] a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund the relevant Portfolio next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares shares of the Participating Fund each Portfolio for the Separate Account. Each Participating Fund will execute orders for any Portfolio at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 [9:00] a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundPortfolio shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request for any Portfolio that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed for such Portfolio on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade datesatisfied. 3.7 Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 If Insurance Company's order requests the purchase of Shares of a Participating FundPortfolio shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by [12:00 noon noon] Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by [12:00 midnight midnight] Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating the Fund after [12:00 noon noon] Eastern time on such Business Day, Insurance Company shall promptly, promptly upon each applicable Participating the Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. 3.9 If Insurance Company's order requests a net redemption resulting in a payment of redemption proceeds to Insurance Company, the Fund shall use its best efforts to wire the redemption proceeds to Insurance Company, except as provided below, within three Business Days or, upon notice to Insurance Company, such longer period as permitted by the Act or the rules, orders or regulations thereunder. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Portfolio shares valued at or greater than $1 million dollarsmillion, the Participating Fund will wire such amount to Insurance Company within seven days of the order. If Insurance Company's order requests the application of redemption proceeds from the redemption of Portfolio shares to the purchase of shares of another Portfolio, the Fund shall so apply such proceeds the same Business Day that Insurance Company transmits such order to the Fund. 3.9 Each Participating 3.10 Fund has the obligation to ensure that its Shares Portfolio shares are registered with applicable federal agencies the Commission at all times. 3.10 Each Participating 3.11 Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund Portfolio shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating 3.12 Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 3.13 On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Shareshare of each Portfolio. All dividends and capital gains of any Portfolio shall be automatically reinvested in additional Shares shares of the applicable Participating Fund relevant Portfolio at the applicable net asset value per Share share of such Portfolio on the ex-dividend payable date. Each Participating Fund shall, on the day after the ex-dividend payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares shares so issued.

FUND SHARES. 3.1 3.1. The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating Fundthe Portfolios' shares. 3.2 Each Participating 3.2. Fund agrees to make the shares of its Shares Portfolios available for purchase at the then applicable net asset value per Share share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, each Participating the Fund may refuse to sell its Shares the shares of any Portfolio to any person, or suspend or terminate the offering of its Shares, the shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of its the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary and in the best interests of the Participating Fund's shareholdersshareholders of such Portfolio. 3.3 Each Participating 3.3. Fund agrees that shares of the Participating Fund Portfolios will be sold only to (a) Participating Companies, their separate accounts, the general accounts of those Participating Companies and their separate accounts or (b) "affiliates and to qualified pension or and retirement plans" as determined under Section 817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3, no No shares of any Participating Fund Portfolio will be sold to the general public. 3.4 Each Participating 3.4. Fund shall make the net asset value per share of the Portfolios available to Insurance Company on a daily basis as soon as reasonably practicable after the net asset value per share is calculated but shall use its best efforts to provide closing make such net asset value, dividend and capital gain information on a per Share basis to value available by 6:30 p.m. Eastern time. If the Fund provides Insurance Company by 6:00 p.m. Eastern time with materially incorrect net asset value per share information through no fault of Insurance Company, Insurance Company, on each Business Daybehalf of the Separate Account, 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 errors error in the calculation of net asset valuevalue per share, dividend and or capital gain information shall be reported immediately promptly upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per Share. 3.5 3.5. At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and Section 3.4 to calculate the Separate Account unit values of the Separate Account for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of the Shares of each Participating Fund that Portfolio shares which will be purchased or redeemed at that day's closing net asset value per Shareshare for such Portfolio. The net purchase or redemption orders will be transmitted to each Participating the Fund by Insurance Company by 11:00 [9:00] a.m. Eastern time on the Business Day next following Insurance Company's receipt of that information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company's General Accounts shall be effected at the net asset value per Share share of each Participating Fund the relevant Portfolio next calculated after receipt of the order by the Participating Fund or its Transfer Agent. 3.6 Each Participating 3.6. Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Shares shares of the Participating Fund each Portfolio for the Separate Account. Each Participating Fund will execute orders for any Portfolio at the applicable net asset value per Share share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Participating Fund receives notice of such orders by 11:00 [9:00] a.m. Eastern time on the next following Business Day and, if such orders request the purchase of Shares of the Participating FundPortfolio shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request for any Portfolio that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value per Share computed for such Portfolio on the Business Day immediately preceding the next following Business Day upon which such conditions have been satisfied in accordance with the requirements of this Section and Section 3.8. Insurance Company represents and warrants that all orders submitted by the Insurance Company for execution on the effective trade date shall represent purchase or redemption orders received from Contractholders prior to the close of trading on the New York Stock Exchange on the effective trade datesatisfied. 3.7 3.7. Insurance Company will make its best efforts to notify each applicable Participating Fund in advance of any unusually large purchase or redemption orders. 3.8 3.8. If Insurance Company's order requests the purchase of Shares of a Participating FundPortfolio shares, Insurance Company will pay for such purchases by wiring Federal Funds to the Participating Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall make all reasonable efforts to transmit to the applicable Participating Fund payment in Federal Funds by [12:00 noon noon] Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share share determined as of the close of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by [12:00 midnight midnight] Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.5. If payment in Federal Funds for any purchase is not received or is received by a Participating the Fund after [12:00 noon noon] Eastern time on such Business Day, Insurance Company shall promptly, promptly upon each applicable Participating the Fund's request, reimburse the respective Participating Fund for any reasonable charges, costs, fees, interest or other expenses incurred by the Participating Fund in connection with any advances to, or borrowings or overdrafts by, the Participating Fund, or any similar expenses incurred by the Participating Fund, as a result of portfolio transactions effected by the Participating Fund based upon such purchase request. 3.9. If Insurance Company's order requests a net redemption resulting in a payment of redemption proceeds to Insurance Company, the Fund shall use its best efforts to wire the redemption proceeds to Insurance Company, except as provided below, within three Business Days or, upon notice to Insurance Company, such longer period as permitted by the Act or the rules, orders or regulations thereunder. If Insurance Company's order requests the redemption of any Shares of a Participating Fund Portfolio shares valued at or greater than $1 million dollarsmillion, the Participating Fund will wire such amount to Insurance Company within seven days of the order. If Insurance Company's order requests the application of redemption proceeds from the redemption of Portfolio shares to the purchase of shares of another Portfolio, the Fund shall so apply such proceeds the same Business Day that Insurance Company transmits such order to the Fund. 3.9 Each Participating 3.10. Fund has the obligation to ensure that its Shares Portfolio shares are registered with applicable federal agencies the Commission at all times. 3.10 Each Participating 3.11. Fund will confirm each purchase or redemption order made by Insurance Company. Transfers Transfer of Shares of a Participating Fund Portfolio shares will be by book entry only. No share certificates will be issued to Insurance Company. Insurance Company will record Shares shares ordered from a Participating Fund in an appropriate title for the corresponding account. 3.11 Each Participating 3.12. Fund shall credit Insurance Company with the appropriate number of Sharesshares. 3.12 3.13. On each ex-dividend date of a Participating the Fund or, if not a Business Day, on the first Business Day thereafter, each Participating Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per Share. All dividends and capital gains shall be automatically reinvested in additional Shares of the applicable Participating Fund at the net asset value per Share on the ex-dividend date. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of Shares so issued.