Common use of PARTICIPATING FUND SHARES Clause in Contracts

PARTICIPATING 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 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. 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 errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. In such event, the 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 Fund shall bear the reasonable and necessary expenses of correcting such errors including correcting statements previously provided to Contract owners in connection with Fund shares held by Contract owners or in adjusting proceeds paid to Contract owners who have redeemed interests under their Contracts. 3.5 At the end of each Business Day, Insurance Company will use the information described in Section 3.4 to calculate the unit values of the Separate Accounts 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 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 the corresponding Separate Account transactions. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company’s General Account(s) 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 Insurance Company for execution as of the effective trade date shall represent purchase or redemption orders received from its Contractholders prior to the Close of Trading 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 3.6. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the Close of Trading as of the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time at the end of the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.6. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time at the end of such Business Day, Insurance Company shall promptly, upon the Participating Fund’s request, reimburse the Participating Fund for any 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 Insurance Company represents that it has adopted, and will at all times during the term of the Agreement maintain, reasonable and appropriate procedures designed to ensure that any and all orders to purchase, redeem, transfer or exchange Shares received by Insurance Company from Contractholders treated as received prior to the Close of Trading on each Business Day are received by Insurance Company prior to the Close of Trading on such Business Day, and are not modified after the Close of Trading, and that all such orders received, but not rescinded, by the Close of Trading are communicated to MBSC or its designee for that Business Day. Each transmission of Share orders by Insurance Company shall constitute a representation that such orders are accurate and complete and are as received by Insurance Company by the Close of Trading on the Business Day for which the orders are to be priced, and that such transmission includes all Share orders received from Contractholders, but not rescinded, by the Close of Trading. 3.10 Each Participating Fund has the obligation to ensure that its Shares are registered with the Commission at all times. 3.11 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. 3.12 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 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. 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. 3.14 To the extent that a Separate Account is properly exempt from registration under the 1940 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 Shares from such Separate Account for the Participating Fund’s most recent fiscal year end.

PARTICIPATING 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 Accounts 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. In such event, Non-material errors will be corrected in the Company shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct closing next Business Day's net asset value per share and the Fund shall bear the reasonable and necessary expenses of correcting such errors including correcting statements previously provided to Contract owners in connection with Fund shares held by Contract owners or in adjusting proceeds paid to Contract owners who have redeemed interests under their ContractsShare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Section Sections 3.2 and 3.4 to calculate the unit values of the Separate Accounts 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 close of Trading 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 the corresponding Separate Account transactionsthat information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company’s 's General Account(s) 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 close of Trading 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 as of on the effective trade date shall represent purchase or redemption orders received from its Contractholders prior to the Close close of Trading 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 3.63.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the Close close of Trading as of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time at the end of on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.63.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time at the end of on such Business Day, Insurance Company shall promptly, upon the each applicable Participating Fund’s 's request, reimburse the respective Participating Fund for any 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 Insurance Company represents that it has adopted, and will at all times during the term of the Agreement maintain, reasonable and appropriate procedures designed to ensure that any and all orders to purchase, redeem, transfer or exchange Shares received by Insurance Company from Contractholders treated as received prior to the Close of Trading on each Business Day are received by Insurance Company prior to the Close of Trading on such Business Day, and are not modified after the Close of Trading, and that all such orders received, but not rescinded, by the Close of Trading are communicated to MBSC or its designee for that Business Day. Each transmission of Share orders by Insurance Company shall constitute a representation that such orders are accurate and complete and are as received by Insurance Company by the Close of Trading on the Business Day for which the orders are to be priced, and that such transmission includes all Share orders received from Contractholders, but not rescinded, by the Close of Trading. 3.10 Each Participating Fund has the obligation to ensure that its Shares are registered with the Commission at all times. 3.11 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. 3.12 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.13 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. 3.14 3.13 To the extent that a Separate Account is properly exempt from registration under the 1940 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 Shares from such Separate Account for the Participating Fund’s 's most recent fiscal year end.

PARTICIPATING 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 Accounts 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. In such event, Non-material errors will be corrected in the Company shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct closing next Business Day's net asset value per share and the Fund shall bear the reasonable and necessary expenses of correcting such errors including correcting statements previously provided to Contract owners in connection with Fund shares held by Contract owners or in adjusting proceeds paid to Contract owners who have redeemed interests under their ContractsShare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Section Sections 3.2 and 3.4 to calculate the unit values of the Separate Accounts 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 close of Trading 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 the corresponding Separate Account transactionsthat information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company’s 's General Account(s) 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 close of Trading 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 as of on the effective trade date shall represent purchase or redemption orders received from its Contractholders prior to the Close close of Trading 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 3.63.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the Close close of Trading as of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time at the end of on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.63.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time at the end of on such Business Day, Insurance Company shall promptly, upon the each applicable Participating Fund’s 's request, reimburse the respective Participating Fund for any 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 Insurance Company represents that it has adopted, and will at all times during the term of the Agreement maintain, reasonable and appropriate procedures designed to ensure that any and all orders to purchase, redeem, transfer or exchange Shares received by Insurance Company from Contractholders treated as received prior to the Close of Trading on each Business Day are received by Insurance Company prior to the Close of Trading on such Business Day, and are not modified after the Close of Trading, and that all such orders received, but not rescinded, by the Close of Trading are communicated to MBSC or its designee for that Business Day. Each transmission of Share orders by Insurance Company shall constitute a representation that such orders are accurate and complete and are as received by Insurance Company by the Close of Trading on the Business Day for which the orders are to be priced, and that such transmission includes all Share orders received from Contractholders, but not rescinded, by the Close of Trading. 3.10 Each Participating Fund has the obligation to ensure that its Shares are registered with the Commission at all times. 3.11 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. 3.12 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.13 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. 3.14 3.13 To the extent that a Separate Account is properly exempt from registration under the 1940 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 Shares from such Separate Account for the Participating Fund’s most recent fiscal year end.

PARTICIPATING 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 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. 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. In such event, Non-material errors will be corrected in the Company shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct closing next Business Day’s net asset value per share and the Fund shall bear the reasonable and necessary expenses of correcting such errors including correcting statements previously provided to Contract owners in connection with Fund shares held by Contract owners or in adjusting proceeds paid to Contract owners who have redeemed interests under their ContractsShare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Section 3.4 to calculate the unit values of the Separate Accounts 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 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 the corresponding Separate Account transactions. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company’s General Account(s) 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 Insurance Company for execution as of the effective trade date shall represent purchase or redemption orders received from its Contractholders prior to the Close of Trading 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 3.6. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the Close of Trading as of the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time at the end of the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.6. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time at the end of such Business Day, Insurance Company shall promptly, upon the Participating Fund’s request, reimburse the Participating Fund for any 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 Insurance Company represents that it has adopted, and will at all times during the term of the Agreement maintain, reasonable and appropriate procedures designed to ensure that any and all orders to purchase, redeem, transfer or exchange Shares received by Insurance Company from Contractholders treated as received prior to the Close of Trading on each Business Day are received by Insurance Company prior to the Close of Trading on such Business Day, and are not modified after the Close of Trading, and that all such orders received, but not rescinded, by the Close of Trading are communicated to MBSC or its designee for that Business Day. Each transmission of Share orders by Insurance Company shall constitute a representation that such orders are accurate and complete and are as received by Insurance Company by the Close of Trading on the Business Day for which the orders are to be priced, and that such transmission includes all Share orders received from Contractholders, but not rescinded, by the Close of Trading. 3.10 Each Participating Fund has the obligation to ensure that its Shares are registered with the Commission at all times. 3.11 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. 3.12 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 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. 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. 3.14 To the extent that a Separate Account is properly exempt from registration under the 1940 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 Shares from such Separate Account for the Participating Fund’s most recent fiscal year end. 3.15 Neither Insurance Company nor any of its agents or assigns shall sell, market, or offer Shares of any Participating Fund in a manner that would require such Shares to be registered in a foreign country or foreign jurisdiction.

PARTICIPATING 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 Accounts 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. In such event, Non-material errors will be corrected in the Company shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct closing next Business Day's net asset value per share and the Fund shall bear the reasonable and necessary expenses of correcting such errors including correcting statements previously provided to Contract owners in connection with Fund shares held by Contract owners or in adjusting proceeds paid to Contract owners who have redeemed interests under their ContractsShare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Section Sections 3.2 and 3.4 to calculate the unit values of the Separate Accounts 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 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 the corresponding Separate Account transactionsthat information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company’s 's General Account(s) 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 3.8Section3.8, 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 as of on the effective trade date shall represent purchase or redemption orders received from its Contractholders prior to the Close of Trading 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 3.63.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the Close of Trading as of on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time at the end of on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.63.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time at the end of on such Business Day, Insurance Company shall promptly, upon the each applicable Participating Fund’s 's request, reimburse the respective Participating Fund for any 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 Insurance Company represents that it has adopted, and will at all times during the term of the Agreement maintain, reasonable and appropriate procedures designed to ensure that any and all orders to purchase, redeem, transfer or exchange Shares received by Insurance Company from Contractholders treated as received prior to the Close of Trading on each Business Day are received by Insurance Company prior to the Close of Trading on such Business Day, and are not modified after the Close of Trading, and that all such orders received, but not rescinded, by the Close of Trading are communicated to MBSC or its designee for that Business Day. Each transmission of Share orders by Insurance Company shall constitute a representation that such orders are accurate and complete and are as received by Insurance Company by the Close of Trading on the Business Day for which the orders are to be priced, and that such transmission includes all Share orders received from Contractholders, but not rescinded, by the Close of Trading. 3.10 Each Participating Fund has the obligation to ensure that its Shares are registered with the Commission at all times. 3.11 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. 3.12 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 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. 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. 3.14 To the extent that a Separate Account is properly exempt from registration under the 1940 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 Shares from such Separate Account for the Participating Fund’s most recent fiscal year end.

PARTICIPATING 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 Accounts 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. In such event, Non-material errors will be corrected in the Company shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct closing next Business Day's net asset value per share and the Fund shall bear the reasonable and necessary expenses of correcting such errors including correcting statements previously provided to Contract owners in connection with Fund shares held by Contract owners or in adjusting proceeds paid to Contract owners who have redeemed interests under their ContractsShare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Section Sections 3.2 and 3.4 to calculate the unit values of the Separate Accounts 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 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 the corresponding Separate Account transactionsthat information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company’s 's General Account(s) 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 3.8Section3.8, 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 as of on the effective trade date shall represent purchase or redemption orders received from its Contractholders prior to the Close of Trading 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 3.63.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the Close of Trading as of on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time at the end of on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.63.5. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time at the end of on such Business Day, Insurance Company shall promptly, upon the each applicable Participating Fund’s 's request, reimburse the respective Participating Fund for any 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 Insurance Company represents that it has adopted, and will at all times during the term of the Agreement maintain, reasonable and appropriate procedures designed to ensure that any and all orders to purchase, redeem, transfer or exchange Shares received by Insurance Company from Contractholders treated as received prior to the Close of Trading on each Business Day are received by Insurance Company prior to the Close of Trading on such Business Day, and are not modified after the Close of Trading, and that all such orders received, but not rescinded, by the Close of Trading are communicated to MBSC or its designee for that Business Day. Each transmission of Share orders by Insurance Company shall constitute a representation provided that such orders are accurate and complete and are as received by Insurance Company by the Close of Trading on the Business Day for which the orders are to wire will not be priced, and that such transmission includes all Share orders received from Contractholders, but not rescinded, by the Close of Tradingdelayed except in extraordinary circumstances. 3.10 Each Participating Fund has the obligation to ensure that its Shares are registered with the Commission at all times. 3.11 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. 3.12 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 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. 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. 3.14 To the extent that a Separate Account is properly exempt from registration under the 1940 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 Shares from such Separate Account for the Participating Fund’s most recent fiscal year end.

PARTICIPATING 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.. [page break] 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 Accounts on each Business Day pursuant to rules of the CommissionCommission and subject to the terms of the Prospectus of such Participating Fund. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares. 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. Each Participating Fund shall provide Insurance Company via e-mail with a file that sets forth the net asset value per Share for each Portfolio, including dividend or daily accrual rate information and capital gain information on a daily basis as soon as reasonably practical after the net asset value per Share is calculated and shall use its best efforts to provide such file with such net asset value per Share, as well as dividends and capital gains information by 6:00 p.m. Eastern Time. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported immediately in writing by email upon discovery to Insurance Company. In such event, Non-material errors will be corrected in the Company shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct closing next Business Day’s net asset value per share and the Fund shall bear the reasonable and necessary expenses of correcting such errors including correcting statements previously provided to Contract owners in connection with Fund shares held by Contract owners or in adjusting proceeds paid to Contract owners who have redeemed interests under their ContractsShare. 3.5 In the event of an error in the computation of a Fund’s net asset value which, in accordance with procedures adopted by the Participating Fund’s Board of Trustees (the “Board”), as amended from time to time (the “NAV Error Policy”), requires adjustment to transactions previously effected on behalf of a Separate Account (an “NAV Error”), the Participating Fund shall notify Insurance Company as soon as possible after the discovery of such NAV Error and instruct Insurance Company as to the actions to be taken consistent with the NAV Error Policy. Notification may be oral, but shall be confirmed promptly in writing to Insurance Company. Should a material miscalculation by any Participating Fund or its agents result in a gain to Insurance Company, Insurance Company shall promptly reimburse the Participating Fund, the applicable Shares or its agent for any material losses incurred by the Participating Fund, the applicable Shares or its agents as a result of the incorrect calculation. Should a material miscalculation by the Participating Fund or its agent result in a gain to Contractholders, Insurance Company will consult with the Participating Fund or its designee as to what reasonable efforts shall be made to recover the money and repay the Participating Fund, the applicable Shares or its agents. Insurance Company shall then make such reasonable effort, at the expense of the Participating Fund or its agents, to recover the money and repay the Participating Fund, the applicable Shares or its agents, but Insurance Company shall not be obligated to take legal action against Contractholders. 3.6 At the end of each Business Day, Insurance Company will use the information described in Section 3.4 to calculate the unit values of the Separate Accounts 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 (“Trade Date”) 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 Prior to each Participating Fund by Insurance Company by 11:00 a.m. Eastern time Time on the Business Day next following the Insurance Company’s receipt of the corresponding Separate Account transactions. Subject transaction, the Insurance Company shall communicate to Sections 3.6 and 3.8each Participating Fund by email or facsimile or, all purchase and redemption orders for [page break] in the Insurance Company’s General Account(sdiscretion, by telephone or any other method agreed upon by the parties from time to time, the net aggregate purchase or redemption orders (if any) for each Separate Account received by the Close of Trading on the prior Business Day. All orders communicated to the Participating Fund or its designee by the 11:00 a.m. deadline shall be effected at the net asset value per Share of each Participating Fund next calculated after receipt of the order treated by the Participating Fund or its transfer agentdesignee as received prior to the Close of Trading on the Trade Date. 3.6 3.7 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 3.83.9, as applicable, are satisfied. A redemption or purchase request that does not satisfy the conditions specified above and in Section 3.83.9, 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 3.83.9. Insurance Company represents and warrants that all orders submitted by Insurance Company for execution as of the effective trade date shall represent purchase or redemption orders received from its Contractholders prior to the Close of Trading on the effective trade date. 3.7 3.8 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 3.9 Insurance Company’s order requests Company shall make reasonable efforts to pay for Shares through the purchase of Shares of a Federal Reserve Wire Transfer System (the “Fedwire System”) no later than 4:00 pm on the next Business Day following the Trade Payment shall be in federal funds transmitted by wire transfer to the Participating Fund, ’s designated custodian. With respect to redemption orders placed by Insurance Company will pay for such purchases by wiring Federal Funds to 11:00am Eastern Time on the first Business day following the Trade Date, the Participating Fund or its designated custodial account designee will pay by wire transfer to Insurance Company proceeds of such redemptions no later than the close of the Fedwire System on the day next Business Day following the order is transmittedTrade Date. Payment shall be in federal funds transmitted by wire transfer to the Separate Account’s settling bank as designated by Insurance Company. The Participating Fund agrees to redeem any full or fractional shares of any Share of Participating Fund when requested by 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 behalf of the order pursuant to Section 3.6. Each applicable Participating Fund will execute such orders a Separate Account at the applicable net asset value per Share determined as of in accordance with the Close of Trading as of the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time at the end of the Business Day the Participating Fund receives the notice of the order pursuant operational procedures mutually agreed to Section 3.6. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time at the end of such Business Day, Insurance Company shall promptly, upon the Participating Fund’s request, reimburse the Participating Fund for any 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 Insurance Company represents that it has adopted, and will at all times during the term of the Agreement maintain, reasonable and appropriate procedures designed to ensure that any and all orders to purchase, redeem, transfer or exchange Shares received by Insurance Company from Contractholders treated as received prior time to time and the Close disclosure in the prospectus of Trading on each Business Day are received by Insurance Company prior to the Close of Trading on such Business Day, and are not modified after the Close of Trading, and that all such orders received, but not rescinded, by the Close of Trading are communicated to MBSC or its designee for that Business DayShares. Each transmission of Share orders by Insurance Company shall constitute a representation that such orders are accurate and complete and are as received by Insurance Company by the Close of Trading on the Business Day for which the orders are to be priced, and that such transmission includes all Share orders received from Contractholders, but not rescinded, by the Close of Trading. 3.10 Each Participating Fund has the obligation to ensure that its Shares are registered with the Commission at all times. 3.11 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. 3.12 Each The Participating Fund shall credit Insurance Company make payment for such Shares in accordance with this Section 3.9 but in no event shall payment be delayed for a greater period than is permitted by the appropriate number of Shares. 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 1940 Act (including any Rule or order of the applicable Participating Fund at SEC thereunder). Unless otherwise informed in writing, such redemption wires should be sent to: [page break] If the net asset value per Share on parties choose to use Fund/SERV or any other NSCC service, 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. 3.14 To the extent that a Separate Account is properly exempt from registration under the 1940 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 Shares from such Separate Account for the Participating Fund’s most recent fiscal year end.following provisions shall apply:

PARTICIPATING FUND SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in Shares of each Participating FundFund to be offered as an investment allocation option under the Contracts. 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 Accounts 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 errors In the event of an error in the calculation computation of net asset value, dividend and capital gain information shall be reported immediately upon discovery to Insurance Company. In such event, the Company shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct closing a Participating Fund’s net asset value per share (“NAV”) or any dividend or capital gain distribution (each, a “pricing error”), Dreyfus or the Participating Fund shall notify Insurance Company as soon as possible after discovery of the error. Such notification may be oral, but shall be confirmed promptly in writing. A pricing error shall be corrected in accordance with the Participating Fund’s policies and procedures, which comply in all material respects with applicable law. However, if the pricing error results in a material error, as determined by the Fund’s policies and procedures, then Dreyfus or the Participating Fund shall reimburse Insurance Company for the costs of adjustments made to correct Contract owner accounts. If an adjustment is necessary to correct a material error which has caused Contract owners to receive less than the amount to which they are entitled, the number of shares of the applicable sub-account of such Contract owners will be adjusted and the amount of any underpayments shall be credited by Dreyfus or the Participating Fund to Insurance Company for crediting of such amounts to the applicable sub-accounts of such Contract owners. Upon notification by Dreyfus or a Participating Fund of any overpayment due to a material error, Insurance Company shall bear promptly remit to Dreyfus or the reasonable and necessary expenses of correcting such errors including correcting statements previously provided Participating Fund any overpayment that has not been paid to Contract owners. In no event shall Insurance Company be liable to Contract owners in connection with Fund shares held by Contract owners for any such adjustments or in adjusting proceeds paid to Contract owners who have redeemed interests under their Contractsunderpayment amounts. 3.5 At the end of each Business Day, Insurance Company will use the information described in Section Sections 3.2 and 3.4 to calculate the unit values of the Separate Accounts 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 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 the corresponding Separate Account transactionsthat information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company’s General Account(s) 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 as of on the effective trade date shall represent purchase or redemption orders received from its Contractholders prior to the Close of Trading 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 2:00 p.m. Eastern time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.63.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the Close of Trading as of on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time at the end of on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.63.5. 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 at the end of on such Business Day, Insurance Company shall promptly, upon the each applicable Participating Fund’s request, reimburse the respective Participating Fund for any 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 Insurance Company represents that it has adopted, and will at all times during the term of the Agreement maintain, reasonable and appropriate procedures designed to ensure that any and all orders to purchase, redeem, transfer or exchange Shares received by Insurance Company from Contractholders treated as received prior to the Close of Trading on each Business Day are received by Insurance Company prior to the Close of Trading on such Business Day, and are not modified after the Close of Trading, and that all such orders received, but not rescinded, by the Close of Trading are communicated to MBSC or its designee for that Business Day. Each transmission of Share orders by Insurance Company shall constitute a representation that such orders are accurate and complete and are as received by Insurance Company by the Close of Trading on the Business Day for which the orders are to be priced, and that such transmission includes all Share orders received from Contractholders, but not rescinded, by the Close of Trading. 3.10 Each Participating Fund has the obligation to ensure represents that its Shares are registered with the Commission at all times. 3.11 Each Participating Fund will confirm each purchase or redemption order made by Insurance Company. Transfers of Shares of a Participating Fund proceeds 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 paid in an appropriate title for the corresponding account. 3.12 Each Participating Fund shall credit Insurance Company accordance with the appropriate number of Shares. 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 Section 22(e) 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 issuedAct. 3.14 To the extent that a Separate Account is properly exempt from registration under the 1940 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 Shares from such Separate Account for the Participating Fund’s most recent fiscal year end.

PARTICIPATING 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 Accounts on each Business Day pursuant to rules of the CommissionCommission and subject to the terms of the Prospectus of such Participating Fund. Notwithstanding the foregoing, each Participating Fund may refuse to sell its Shares to any person, or suspend or terminate the offering of its Shares. 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 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. In such event, Non-material errors will be corrected in the Company shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct closing next Business Day’s net asset value per share and the Fund shall bear the reasonable and necessary expenses of correcting such errors including correcting statements previously provided to Contract owners in connection with Fund shares held by Contract owners or in adjusting proceeds paid to Contract owners who have redeemed interests under their ContractsShare. 3.5 At the end of each Business Day, Insurance Company will use the information described in Section 3.4 to calculate the unit values of the Separate Accounts 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 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 Time on the Business Day next following Insurance Company’s receipt of the corresponding Separate Account transactions. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company’s General Account(s) 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 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 Insurance Company for execution as of the effective trade date shall represent purchase or redemption orders received from its Contractholders prior to the Close of Trading 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 Notwithstanding any contrary terms in the Agreement, if transactions in Portfolio shares are to be processed through the National Securities Clearing Corporation’s (“NSCC”) Mutual Fund Settlement, Entry and Registration Verification (Fund/SERV) system, then both Company and Adviser shall be bound by the terms of the Fund/SERV Agreement filed by each with the NSCC. Company and Adviser each shall perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV. Any information transmitted through the applicable Networking Matrix Level by any party to the other party and pursuant to this Agreement must be accurate, complete, and in the format prescribed by the NSCC. Each party, shall adopt, implement and maintain procedures reasonably designed to ensure compliance and to limit the access to, and the inputting of data into, Networking to persons specifically authorized by such party. In the event that the NSCC Fund SERV system is not available to process transactions in Portfolio shares, then the procedures below shall apply: 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 3.6. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the Close of Trading as of the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight noon Eastern time at the end of the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.6. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time at the end of such Business Day, Insurance Company shall promptly, upon the Participating Fund’s request, reimburse the Participating Fund for any 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 dollarsmillion, the Participating Fund will wire such amount to Insurance Company within seven days of the order. 3.9 Insurance Company represents that it has adopted, and will at all times during the term of the Agreement maintain, reasonable and appropriate procedures designed to ensure that any and all orders to purchase, redeem, transfer or exchange Shares received by Insurance Company from Contractholders treated as received prior to the Close of Trading on each Business Day are received by Insurance Company prior to the Close of Trading on such Business Day, and are not modified after the Close of Trading, and that all such orders received, but not rescinded, by the Close of Trading are communicated to MBSC or its designee for that Business Day. Each transmission of Share orders by Insurance Company shall constitute a representation that such orders are accurate and complete and are as received by Insurance Company by the Close of Trading on the Business Day for which the orders are to be priced, and that such transmission includes all Share orders received from Contractholders, but not rescinded, by the Close of Trading. 3.10 Each Participating Fund has the obligation to ensure that its Shares are registered with the Commission at all times. 3.11 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. 3.12 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 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. Each Participating Fund shall, on the day after the ex-dividend date or, if not a Business Day, on the first Business Day thereafter, electronically notify Insurance Company of the number of Shares so issued. 3.14 To the extent that a Separate Account is properly exempt from registration under the 1940 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 Shares from such Separate Account for the Participating Fund’s most recent fiscal year end. 3.15 Neither Insurance Company nor any of its agents or assigns shall sell, market, or offer Shares of any Participating Fund in a manner that would require such Shares to be registered in a foreign country or foreign jurisdiction.

PARTICIPATING 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 Accounts 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. In such eventIf Insurance Company is provided with materially incorrect net asset value information, the Insurance Company shall will be entitled to an adjustment to the number of shares Shares purchased or redeemed to reflect the correct closing net asset value per share and share. Non-material errors will be corrected in the Fund shall bear the reasonable and necessary expenses of correcting such errors including correcting statements previously provided to Contract owners in connection with Fund shares held by Contract owners or in adjusting proceeds paid to Contract owners who have redeemed interests under their Contractsnext 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 Section Sections 3.2 and 3.4 to calculate the unit values of the Separate Accounts 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 close of Trading 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 the corresponding Separate Account transactionsthat information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company’s 's General Account(s) 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 close of Trading 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 as of on the effective trade date shall represent purchase or redemption orders received from its Contractholders prior to the Close close of Trading 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 Time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.63.5. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the Close close of Trading as of trading on the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time at the end of on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.63.5. 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 at the end of on such Business Day, Insurance Company shall promptly, upon the each applicable Participating Fund’s 's request, reimburse the respective Participating Fund for any 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 five days of the order. 3.9 Insurance Company represents that it has adopted, and will at all times during the term of the Agreement maintain, reasonable and appropriate procedures designed to ensure that any and all orders to purchase, redeem, transfer or exchange Shares received by Insurance Company from Contractholders treated as received prior to the Close of Trading on each Business Day are received by Insurance Company prior to the Close of Trading on such Business Day, and are not modified after the Close of Trading, and that all such orders received, but not rescinded, by the Close of Trading are communicated to MBSC or its designee for that Business Day. Each transmission of Share orders by Insurance Company shall constitute a representation that such orders are accurate and complete and are as received by Insurance Company by the Close of Trading on the Business Day for which the orders are to be priced, and that such transmission includes all Share orders received from Contractholders, but not rescinded, by the Close of Trading. 3.10 Each Participating Fund has the obligation to ensure that its Shares are registered with the Commission at all times. 3.11 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. 3.12 3.11 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 3.13 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; 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. 3.14 3.13 To the extent that a Separate Account is properly exempt from registration under the 1940 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 Shares from such Separate Account for the Participating Fund’s 's most recent fiscal year end.

PARTICIPATING 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 Accounts 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. In such eventIf Insurance Company is provided with materially incorrect net asset value information, the Insurance Company shall will be entitled to an adjustment to the number of shares Shares purchased or redeemed to reflect the correct closing net asset value per share and share. Non-material errors will be corrected in the Fund shall bear the reasonable and necessary expenses of correcting such errors including correcting statements previously provided to Contract owners in connection with Fund shares held by Contract owners or in adjusting proceeds paid to Contract owners who have redeemed interests under their Contractsnext 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 Section Sections 3.2 and 3.4 to calculate the unit values of the Separate Accounts 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 close of Trading 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 the corresponding Separate Account transactionsthat information. Subject to Sections 3.6 and 3.8, all purchase and redemption orders for Insurance Company’s 's General Account(s) 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 close of Trading 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 as of on the effective trade date shall represent purchase or redemption orders received from its Contractholders prior to the Close close of Trading 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 Time on the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.6. Each applicable Participating Fund will execute such orders at the applicable net asset value per Share determined as of the Close of Trading as of the effective trade date if the Participating Fund receives payment in Federal Funds by 12:00 midnight Eastern time at the end of the Business Day the Participating Fund receives the notice of the order pursuant to Section 3.6. If payment in Federal Funds for any purchase is not received or is received by a Participating Fund after 12:00 noon Eastern time at the end of such Business Day, Insurance Company shall promptly, upon the Participating Fund’s request, reimburse the Participating Fund for any 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 Insurance Company represents that it has adopted, and will at all times during the term of the Agreement maintain, reasonable and appropriate procedures designed to ensure that any and all orders to purchase, redeem, transfer or exchange Shares received by Insurance Company from Contractholders treated as received prior to the Close of Trading on each Business Day are received by Insurance Company prior to the Close of Trading on such Business Day, and are not modified after the Close of Trading, and that all such orders received, but not rescinded, by the Close of Trading are communicated to MBSC or its designee for that Business Day. Each transmission of Share orders by Insurance Company shall constitute a representation that such orders are accurate and complete and are as received by Insurance Company by the Close of Trading on the Business Day for which the orders are to be priced, and that such transmission includes all Share orders received from Contractholders, but not rescinded, by the Close of Trading. 3.10 Each Participating Fund has the obligation to ensure that its Shares are registered with the Commission at all times. 3.11 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. 3.12 Each Participating Fund shall credit Insurance Company with the appropriate number of Shares. 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. 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. 3.14 To the extent that a Separate Account is properly exempt from registration under the 1940 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 Shares from such Separate Account for the Participating Fund’s most recent fiscal year end.Section