Common use of Purchase and Redemption of Portfolio Shares Clause in Contracts

Purchase and Redemption of Portfolio Shares. 1.1 The Underwriter agrees to sell to the Company shares of each Portfolio at the respective net asset value of the Portfolio next computed after receipt of a purchase order by the Portfolio or its designee, in accordance with the then current prospectus of the Portfolio. For purposes of this section 1.1, the Company shall be the designee of the Portfolio for the limited purpose of receiving and accepting purchase orders resulting from investments in, and payments under, the Contracts. Receipt by such designee shall constitute receipt by the Portfolio, provided that (i) such orders are received by the Company in good order by the time the net asset value of the Portfolio is calculated in accordance with its prospectus (hereinafter "the NAV Calculation Time"); and (ii) the Company transmits any such order via the National Securities Clearing Corporation (hereinafter NSCC) by 6:00 a.m. Eastern Time (Cycle 6) on the next following business day. The Company agrees to timely transmit to the Portfolio each purchase order for Portfolio shares received by the Company by the NAV Calculation Time via NSCC by 6:00 a.m. Eastern Time (Cycle 6). The Fund will receive all orders to purchase Portfolio shares using the NSCC's Defined Contribution Clearance & Settlement (DCC&S) platform. The Fund will also provide the Company with account positions and activity data using the NSCC's Networking platform. The Company shall pay for Portfolio shares by the scheduled close of federal funds transmissions on the same Business Day it places an order to purchase Portfolio shares in accordance with this section using the NSCC's Fund/SERVE System. Payment shall be in federal funds transmitted by wire to the NSCC from the Company's Settling Bank as designated by the Company. Business Day shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates it net asset value pursuant to the rules of the SEC. Networking shall mean the NSCC's product that allows Fund's and Companies to exchange account level information electronically. Settling Bank shall mean the entity appointed by the Company to perform such settlement services on behalf of the Company and agrees to abide by the NSCC's Rules and Procedures insofar as they relate to the same day funds settlement. If the Company is for any reason unable to submit purchase and settlement instructions to the Fund for Portfolio shares via the NSCC's DCC&S platform, the following shall apply to this Section; The Underwriter agrees to sell the Company shares of each Portfolio at the respective net asset value of the Portfolio next computed after receipt of a purchase order by the Portfolio or its designee, in accordance with the then current prospectus of the Portfolio. For purposes of this section 1.1, the Company shall be the designee of the Portfolio for the limited purpose of receiving and accepting purchase orders resulting from investments in, and payments under, the Contracts. Receipt by such designee shall constitute receipt by the Portfolio, provided that (i) such orders are received by the Company in good order by the NAV Calculation Time; and (ii) the Company transmits any such order by [10:00] a.m. Eastern Time on the next following business day. The Company agrees to timely transmit to the Portfolio by 10:00 a.m. Eastern Time each purchase order for Portfolio shares received by the Company by the NAV Calculation Time. The Company shall pay for Portfolio shares by the scheduled close of federal funds transmissions on the same Business Day it places an order to purchase Portfolio shares in accordance with this section. Payment shall be in federal funds transmitted by wire to the Fund's designated custodian. Business Day shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates it net asset value pursuant to the rules of the SEC. 1.2 The Underwriter agrees to make shares of the Portfolios available indefinitely for purchase at the applicable net asset value per share by the Company on Business Days; provided, however, that the Board of Trustees or Directors or its Officers, as applicable, of the Fund (hereinafter the Trustees/Directors/Officers) may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees/Directors/Officers, acting in good faith and in compliance with their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of any Portfolio. 1.3 AGIS agrees to execute redemptions for cash, upon the Company's request, of any full or fractional shares of the Fund held by the Company on behalf of a Separate Account at the respective net asset values of the Portfolio next computed after receipt of a redemption order by the Portfolio or its designee, in accordance with the then current prospectus of the Portfolio. For purposes of this section 1.3, the Company shall be the designee of the Portfolio for the limited purpose of receiving and accepting redemption orders resulting from investments in, and payments under, the Contracts. Receipt by such designee shall constitute receipt by the Portfolio, provided that (i) such orders are received by the Company in good order by the NAV Calculation Time; and (ii) the Company transmits any such order to the NSCC by 6:00 a.m. Eastern Time on the next following business day. The Company agrees to timely transmit to the Portfolio each redemption order for Portfolio shares received by the Company by the NAV Calculation Time via NSCC by 6:00 a.m. Eastern Time. The Fund will receive all orders to redeem Portfolio shares using the NSCC's DCC&S platform. The Fund will also provide the Company with account positions and activity data using the NSCC's Networking platform. Payment for Fund shares redeemed shall be made in accordance with this section using the NSCC's Fund/SERVE System. Payment shall be in federal funds transmitted by the NSCC to the Company's Settling Bank as designated by the Company, on the same Business Day the Fund or the Underwriter receives notice of the redemption order from the Company provided that the Fund or the Underwriter receives notice by 10:00 a.m. Eastern Time on such Business Day. If the Company is for any reason unable to submit redemption and settlement instructions to the Fund for Portfolio shares via the NSCC's DCC&S platform the following shall apply to this Section: AGIS agrees to execute redemptions for cash, upon the Company's request, of any full or fractional shares of the Fund held by the Company on behalf of a Separate Account, at the respective net asset values of the Portfolio next computed after receipt of a redemption order by the Portfolio or its designee, in accordance with the then current prospectus of the Portfolio. For purposes of this section 1.1, the Company shall be the designee of the Portfolio for the limited purpose of receiving and accepting redemption orders resulting from investments in, and payments under, the Contracts. Receipt by such designee shall constitute receipt by the Portfolio, provided that (i) such orders are received by the Company in good order by the NAV Calculation Time; and (ii) the Company transmits any such order by 6:00 a.m. Eastern Time (Cycle 6) on the next following Business Day. The Company agrees to timely transmit to the Portfolio by 10:00 a.m. Eastern Time each redemption order for Portfolio shares received by the Company by the NAV Calculation Time. Payment shall be in federal funds transmitted by wire to the Separate Account as designated by the Company, on the same Business Day AGIS receives notice of the redemption order from the Company provided that AGIS receives notice by 10:00 a.m. Eastern Time on such Business Day. 1.4 The Company agrees to purchase and redeem the shares of the Portfolios named in SCHEDULE A offered by the then current prospectus of the Fund in accordance with the provisions of the applicable prospectus. 1.5 The Company will place separate orders to purchase or redeem shares of each Portfolio. 1.6 Issuance and transfer of the Fund's shares will be by book entry only. Share certificates will not be issued to the Company or any Separate Account. Purchase and redemption orders for Fund shares will be recorded by AGIS in the name of the appropriate Separate Account or, if agreed to by the parties, the appropriate subaccount of each Separate Account. 1.7 AGIS shall furnish on the same Business Day notice to the Company of any income, dividends or capital gain distributions payable on the Fund's shares. The Company hereby elects to receive all such dividends and distributions as are payable on a Portfolio's shares in the form of additional shares of that Portfolio. AGIS shall notify the Company of the number of shares so issued as payment of such dividends and distributions no later than one Business Day after issuance. The Company reserves the right to revoke this election and to receive in cash all such dividends and distributions declared after receipt of notice of revocation by the Fund. 1.8 AGIS shall make the net asset value per share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the close of trading each Business Day, but in no event later than 6:30 p.m. Eastern Time on such Business Day. 1.9 If the Underwriter provides incorrect share net asset value per share, dividend or capital gain information and such errors are not corrected by 4 p.m. Eastern Time the next Business Day (by providing the incorrect and the correct NAV for each day that the error occurred), the Underwriter and/or Fund shall be liable for the systems and out of pocket costs equal to (i) $1,000 per day per affected Fund or Series for each day that incorrect information provided by the AGIS is not corrected by the AGIS, if such period does not include a month-end or a fiscal quarter-end or (ii) $1,500 per day per affected Fund or Series for each day that such incorrect information provided by the AGIS is not corrected by AGIS, if such period does include a month-end or a fiscal quarter-end. AGIS shall make all corrections to all Contract owner, participant, or beneficiary accounts with respect to the Fund shares purchased or redeemed to reflect the correct net asset value per share, dividend or capital gain information so that each owner, participant or beneficiary under a Contract is made whole. Any error in the calculation or reporting of net asset value per share, dividend or capital gain information shall be reported promptly to the Company upon discovery. 1.10 If the Company provides incorrect processing information through no fault of the Fund, the Underwriter or the Adviser, the Company shall be liable to the Fund and AGIS for their actual out-of-pocket costs incurred and any necessary adjustment with respect to the Fund shares purchased or redeemed to reflect the correct information. Any error in the information provided by the Company shall be reported to the Fund, the Underwriter and the Adviser promptly upon discovery. 1.11 The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the shares of any Portfolio may be sold to other persons, including individuals, institutions and separate accounts of other insurance companies. The cash value of Contracts may be invested in investment companies other than the Funds.

Purchase and Redemption of Portfolio Shares. 1.1 The Underwriter agrees to sell to the Company shares of each Portfolio at the respective net asset value of the Portfolio next computed after receipt of a purchase order by the Portfolio or its designee, in accordance with the then current prospectus of the Portfolio. For purposes of this section 1.1, the Company shall be the designee of the Portfolio for the limited purpose of receiving and accepting purchase orders resulting from investments in, and payments under, the Contracts. Receipt by such designee shall constitute receipt by the Portfolio, provided that (i) such orders are received by the Company in good order by the time the net asset value of the Portfolio is calculated in accordance with its prospectus (hereinafter "“the NAV Calculation Time"”); and (ii) the Company transmits any such order via the National Securities Clearing Corporation (hereinafter NSCC) by 6:00 a.m. Eastern Time (Cycle 6) on the next following business day. The Company agrees to timely transmit to the Portfolio each purchase order for Portfolio shares received by the Company by the NAV Calculation Time via NSCC by 6:00 a.m. Eastern Time (Cycle 6). The Fund will receive all orders to purchase Portfolio shares using the NSCC's ’s Defined Contribution Clearance & Settlement (DCC&S) platform. The Fund will also provide the Company with account positions and activity data using the NSCC's ’s Networking platform. The Company shall pay for Portfolio shares by the scheduled close of federal funds transmissions on the same Business Day it places an order to purchase Portfolio shares in accordance with this section using the NSCC's ’s Fund/SERVE System. Payment shall be in federal funds transmitted by wire to the NSCC from the Company's ’s Settling Bank as designated by the Company. Business Day shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates it net asset value pursuant to the rules of the SEC. Networking shall mean the NSCC's ’s product that allows Fund's Fund s and Companies to exchange account level information electronically. Settling Bank shall mean the entity appointed by the Company to perform such settlement services on behalf of the Company and agrees to abide by the NSCC's ’s Rules and Procedures insofar as they relate to the same day funds settlement. If the Company is for any reason unable to submit purchase and settlement instructions to the Fund for Portfolio shares via the NSCC's ’s DCC&S platform, the following shall apply to this Section; The Underwriter agrees to sell the Company shares of each Portfolio at the respective net asset value of the Portfolio next computed after receipt of a purchase order by the Portfolio or its designee, in accordance with the then current prospectus of the Portfolio. For purposes of this section 1.1, the Company shall be the designee of the Portfolio for the limited purpose of receiving and accepting purchase orders resulting from investments in, and payments under, the Contracts. Receipt by such designee shall constitute receipt by the Portfolio, provided that (i) such orders are received by the Company in good order by the NAV Calculation Time; and (ii) the Company transmits any such order by [10:00] a.m. Eastern Time on the next following business day. The Company agrees to timely transmit to the Portfolio by 10:00 a.m. Eastern Time each purchase order for Portfolio shares received by the Company by the NAV Calculation Time. The Company shall pay for Portfolio shares by the scheduled close of federal funds transmissions on the same Business Day it places an order to purchase Portfolio shares in accordance with this section. Payment shall be in federal funds transmitted by wire to the Fund's ’s designated custodian. Business Day shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates it net asset value pursuant to the rules of the SEC. 1.2 The Underwriter agrees to make shares of the Portfolios available indefinitely for purchase at the applicable net asset value per share by the Company on Business Days; provided, however, that the Board of Trustees or Directors or its Officers, as applicable, of the Fund (hereinafter the Trustees/Directors/Officers) may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees/Directors/Officers, acting in good faith and in compliance with their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of any Portfolio. 1.3 AGIS agrees to execute redemptions for cash, upon the Company's ’s request, of any full or fractional shares of the Fund held by the Company on behalf of a Separate Account at the respective net asset values of the Portfolio next computed after receipt of a redemption order by the Portfolio or its designee, in accordance with the then current prospectus of the Portfolio. For purposes of this section 1.3, the Company shall be the designee of the Portfolio for the limited purpose of receiving and accepting redemption orders resulting from investments in, and payments under, the Contracts. Receipt by such designee shall constitute receipt by the Portfolio, provided that (i) such orders are received by the Company in good order by the NAV Calculation Time; and (ii) the Company transmits any such order to the NSCC by 6:00 a.m. Eastern Time on the next following business day. The Company agrees to timely transmit to the Portfolio each redemption order for Portfolio shares received by the Company by the NAV Calculation Time via NSCC by 6:00 a.m. Eastern Time. The Fund will receive all orders to redeem Portfolio shares using the NSCC's ’s DCC&S platform. The Fund will also provide the Company with account positions and activity data using the NSCC's ’s Networking platform. Payment for Fund shares redeemed shall be made in accordance with this section using the NSCC's ’s Fund/SERVE System. Payment shall be in federal funds transmitted by the NSCC to the Company's ’s Settling Bank as designated by the Company, on the same Business .Business Day the Fund or the Underwriter receives notice of the redemption order from the Company provided that the Fund or the Underwriter receives notice by 10:00 a.m. Eastern Time on such Business Day. If the Company is for any reason unable to submit redemption and settlement instructions to the Fund for Portfolio shares via the NSCC's ’s DCC&S platform the following shall apply to this Section: AGIS agrees to execute redemptions for cash, upon the Company's ’s request, of any full or fractional shares of the Fund held by the Company on behalf of a Separate Account, at the respective net asset net.asset values of the Portfolio next computed after receipt of a redemption order by the Portfolio or its designee, in accordance with the then current prospectus of the Portfolio. For purposes of this section 1.1, the Company shall be the designee of the Portfolio for the limited purpose of receiving and accepting redemption orders resulting from investments in, and payments under, the Contracts. Receipt by such designee shall constitute receipt by the Portfolio, provided that (i) such orders are received by the Company in good order by the NAV Calculation Time; and (( ii) the Company transmits any such order by 6:00 a.m. Eastern Time (Cycle 6) on the next following Business Day. The Company agrees to timely transmit to the Portfolio by 10:00 a.m. Eastern Time each redemption order for Portfolio shares received by the Company by the NAV Calculation Time. Payment shall be in federal funds transmitted by wire to the Separate Account as designated by the Company, on the same Business Day AGIS receives notice of the redemption order from the Company provided that AGIS receives notice by 10:00 a.m. Eastern Time on such Business Day. 1.4 The Company agrees to purchase and redeem the shares of the Portfolios named in SCHEDULE Schedule A offered by the then current prospectus of the Fund in accordance with the provisions of the applicable prospectus. 1.5 The Company will place separate orders to purchase or redeem shares of each Portfolio. 1.6 Issuance and transfer of the Fund's ’s shares will be by book entry only. Share certificates will not be issued to the Company or any Separate Account. Purchase and redemption orders for Fund shares will be recorded by AGIS in the name of the appropriate Separate Account or, if agreed to by the parties, the appropriate subaccount of each Separate Account. 1.7 AGIS shall furnish on the same Business Day notice to the Company of any income, dividends or capital gain distributions payable on the Fund's shares. The Company hereby elects to receive all such dividends and distributions as are payable on a Portfolio's shares in the form of additional shares of that Portfolio. AGIS shall notify the Company of the number of shares so issued as payment of such dividends and distributions no later than one Business Day after issuance. The Company reserves the right to revoke this election and to receive in cash all such dividends and distributions declared after receipt of notice of revocation by the Fund. 1.8 AGIS shall make the net asset value per share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the close of trading each Business Day, but in no event later than 6:30 p.m. Eastern Time on such Business Day. 1.9 If the Underwriter provides incorrect share net asset value per share, dividend or capital gain information and such errors are not corrected by 4 p.m. Eastern Time the next Business Day (by providing the incorrect and the correct NAV for each day that the error occurred), the Underwriter and/or Fund shall be liable for the systems and out of pocket costs equal to (i) $1,000 per day per affected Fund or Series for each day that incorrect information provided by the AGIS is not corrected by the AGIS, if such period does not include a month-end or a fiscal quarter-end or (ii) $1,500 per day per affected Fund or Series for each day that such incorrect information provided by the AGIS is not corrected by AGIS, if such period does include a month-end or a fiscal quarter-end. AGIS shall make all corrections to all Contract owner, participant, or beneficiary accounts with respect to the Fund shares purchased or redeemed to reflect the correct net asset value per share, dividend or capital gain information so that each owner, participant or beneficiary under a Contract is made whole. Any error in the calculation or reporting of net asset value per share, dividend or capital gain information shall be reported promptly to the Company upon discovery. 1.10 If the Company provides incorrect processing information through no fault of the Fund, the Underwriter or the Adviser, the Company shall be liable to the Fund and AGIS for their actual out-of-pocket costs incurred and any necessary adjustment with respect to the Fund shares purchased or redeemed to reflect the correct information. Any error in the information provided by the Company shall be reported to the Fund, the Underwriter and the Adviser promptly upon discovery. 1.11 The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the shares of any Portfolio may be sold to other persons, including individuals, institutions and separate accounts of other insurance companies. The cash value of Contracts may be invested in investment companies other than the Funds.

Purchase and Redemption of Portfolio Shares. 1.1 The Each Fund and the Underwriter agrees to sell to the Company those shares of each Portfolio the Portfolios which the Company orders on behalf of any Separate Account, executing such orders on a daily basis at the respective net asset value of the Portfolio next computed after receipt of a purchase order and acceptance by the Portfolio Funds or its designee, in accordance with the then current prospectus Transfer Agent of the Portfoliosuch order. For purposes of this section 1.1Section, the Company shall be the designee of the Portfolio Funds for the limited purpose receipt of receiving and accepting purchase such orders resulting from investments in, and payments under, the Contractseach Separate Account. Receipt by such designee the Company shall constitute receipt by the Portfolio, Funds; provided that (i) such orders are received by the Company in good order by Funds or the time the net asset value Transfer Agent receive notice of the Portfolio is calculated in accordance with its prospectus (hereinafter "the NAV Calculation Time"); and (ii) the Company transmits any such order via the National Securities Clearing Corporation (hereinafter the "NSCC") by 6:00 a.m. Eastern Time (Cycle 6) on the next following business dayBusiness Day. The Company agrees to timely transmit to the Portfolio each purchase order for Portfolio shares received by the Company by the NAV Calculation Time via NSCC by 6:00 a.m. Eastern Time (Cycle 6). The Fund Transfer Agent will receive all orders to purchase Portfolio shares using the NSCC's Defined Contribution Clearance & Settlement ("DCC&S") platform. The Fund Transfer Agent will also provide the Company with account positions and activity data using the NSCC's Networking platform. The Company shall pay for Portfolio shares by the scheduled close of federal funds transmissions on the same Business Day it places an order to purchase Portfolio shares in accordance with this section using the NSCC's Fund/SERVE SERV System. Payment shall be in federal funds transmitted by wire from the Funds designated Settling Bank to the NSCC from the Company's Settling Bank as designated by the CompanyNSCC. Business Day "BUSINESS DAY" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates it Funds calculate each Portfolio's net asset value pursuant to the rules of the SEC. Networking "NETWORKING" shall mean the NSCC's product that allows Fund's the Transfer Agent and Companies the Company to exchange account level information electronically. Settling Bank "SETTLING BANK" shall mean the entity appointed by the Company Funds to perform such settlement services on behalf of the Company Funds and agrees to abide by the NSCC's Rules and Procedures insofar as they relate to the same day funds settlement. If the Company is for any reason unable to submit somehow prohibited from submitting purchase and settlement instructions to the Fund for Portfolio shares via the NSCC's DCC&S platform, the following shall apply to this Section; The Underwriter agrees to sell the Company shares of each Portfolio at the respective net asset value of the Portfolio next computed after receipt of a purchase order by the Portfolio or its designee, in accordance with the then current prospectus of the Portfolio. For purposes of this section 1.1, the Company shall be the designee of the Portfolio for the limited purpose of receiving and accepting purchase orders resulting from investments in, and payments under, the Contracts. Receipt by such designee shall constitute receipt by the Portfolio, provided that (i) such orders are received by the Company in good order by the NAV Calculation Time; and (ii) the Company transmits any such order by [10:00] a.m. Eastern Time on the next following business day. The Company agrees to timely transmit to the Portfolio by 10:00 a.m. Eastern Time each purchase order for Portfolio shares received by the Company by the NAV Calculation Time. The Company shall pay for Portfolio shares by the scheduled close of federal funds transmissions on the same Business Day it places an order to purchase Portfolio shares in accordance with this section. Payment shall be in federal funds transmitted by wire to the Fund's designated custodian. Business Day shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates it net asset value pursuant to the rules of the SEC. 1.2 The Underwriter agrees to make shares of the Portfolios available indefinitely for purchase at the applicable net asset value per share by the Company on Business Days; provided, however, that the Board of Trustees or Directors or its Officers, as applicable, of the Fund (hereinafter the Trustees/Directors/Officers) may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees/Directors/Officers, acting in good faith and in compliance with their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of any Portfolio. 1.3 AGIS agrees to execute redemptions for cash, upon the Company's request, of any full or fractional shares of the Fund held by the Company on behalf of a Separate Account at the respective net asset values of the Portfolio next computed after receipt of a redemption order by the Portfolio or its designee, in accordance with the then current prospectus of the Portfolio. For purposes of this section 1.3, the Company shall be the designee of the Portfolio for the limited purpose of receiving and accepting redemption orders resulting from investments in, and payments under, the Contracts. Receipt by such designee shall constitute receipt by the Portfolio, provided that (i) such orders are received by the Company in good order by the NAV Calculation Time; and (ii) the Company transmits any such order to the NSCC by 6:00 a.m. Eastern Time on the next following business day. The Company agrees to timely transmit to the Portfolio each redemption order for Portfolio shares received by the Company by the NAV Calculation Time via NSCC by 6:00 a.m. Eastern Time. The Fund will receive all orders to redeem Portfolio shares using the NSCC's DCC&S platform. The Fund will also provide the Company with account positions and activity data using the NSCC's Networking platform. Payment for Fund shares redeemed shall be made in accordance with this section using the NSCC's Fund/SERVE System. Payment shall be in federal funds transmitted by the NSCC to the Company's Settling Bank as designated by the Company, on the same Business Day the Fund or the Underwriter receives notice of the redemption order from the Company provided that the Fund or the Underwriter receives notice by 10:00 a.m. Eastern Time on such Business Day. If the Company is for any reason unable to submit redemption and settlement instructions to the Fund Transfer Agent for Portfolio shares via the NSCC's DCC&S platform the following shall apply to this Section: AGIS agrees to execute redemptions for cash, upon the Company's request, of any full or fractional shares of the Fund held by the Company on behalf of a Separate Account, at the respective net asset values of the Portfolio next computed after receipt of a redemption order by the Portfolio or its designee, in accordance with the then current prospectus of the Portfolio. For purposes of this section 1.1, the Company shall be the designee of the Portfolio for the limited purpose of receiving and accepting redemption orders resulting from investments in, and payments under, the Contracts. Receipt by such designee shall constitute receipt by the Portfolio, provided that (i) such orders are received by the Company in good order by the NAV Calculation Time; and (ii) the Company transmits any such order by 6:00 a.m. Eastern Time (Cycle 6) on the next following Business Day. The Company agrees to timely transmit to the Portfolio by 10:00 a.m. Eastern Time each redemption order for Portfolio shares received by the Company by the NAV Calculation Time. Payment shall be in federal funds transmitted by wire to the Separate Account as designated by the Company, on the same Business Day AGIS receives notice of the redemption order from the Company provided that AGIS receives notice by 10:00 a.m. Eastern Time on such Business Day. 1.4 The Company agrees to purchase and redeem the shares of the Portfolios named in SCHEDULE A offered by the then current prospectus of the Fund in accordance with the provisions of the applicable prospectus. 1.5 The Company will place separate orders to purchase or redeem shares of each Portfolio. 1.6 Issuance and transfer of the Fund's shares will be by book entry only. Share certificates will not be issued to the Company or any Separate Account. Purchase and redemption orders for Fund shares will be recorded by AGIS in the name of the appropriate Separate Account or, if agreed to by the parties, the appropriate subaccount of each Separate Account. 1.7 AGIS shall furnish on the same Business Day notice to the Company of any income, dividends or capital gain distributions payable on the Fund's shares. The Company hereby elects to receive all such dividends and distributions as are payable on a Portfolio's shares in the form of additional shares of that Portfolio. AGIS shall notify the Company of the number of shares so issued as payment of such dividends and distributions no later than one Business Day after issuance. The Company reserves the right to revoke this election and to receive in cash all such dividends and distributions declared after receipt of notice of revocation by the Fund. 1.8 AGIS shall make the net asset value per share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the close of trading each Business Day, but in no event later than 6:30 p.m. Eastern Time on such Business Day. 1.9 If the Underwriter provides incorrect share net asset value per share, dividend or capital gain information and such errors are not corrected by 4 p.m. Eastern Time the next Business Day (by providing the incorrect and the correct NAV for each day that the error occurred), the Underwriter and/or Fund shall be liable for the systems and out of pocket costs equal to (i) $1,000 per day per affected Fund or Series for each day that incorrect information provided by the AGIS is not corrected by the AGIS, if such period does not include a month-end or a fiscal quarter-end or (ii) $1,500 per day per affected Fund or Series for each day that such incorrect information provided by the AGIS is not corrected by AGIS, if such period does include a month-end or a fiscal quarter-end. AGIS shall make all corrections to all Contract owner, participant, or beneficiary accounts with respect to the Fund shares purchased or redeemed to reflect the correct net asset value per share, dividend or capital gain information so that each owner, participant or beneficiary under a Contract is made whole. Any error in the calculation or reporting of net asset value per share, dividend or capital gain information shall be reported promptly to the Company upon discovery. 1.10 If the Company provides incorrect processing information through no fault of the Fund, the Underwriter or the Adviser, the Company shall be liable to the Fund and AGIS for their actual out-of-pocket costs incurred and any necessary adjustment with respect to the Fund shares purchased or redeemed to reflect the correct information. Any error in the information provided by the Company shall be reported to the Fund, the Underwriter and the Adviser promptly upon discovery. 1.11 The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the shares of any Portfolio may be sold to other persons, including individuals, institutions and separate accounts of other insurance companies. The cash value of Contracts may be invested in investment companies other than the Funds.:

Purchase and Redemption of Portfolio Shares. 1.1 The procedures relating to purchase and redemption of shares of the Portfolios and the handling thereof will be subject to the terms of the then-current prospectus. The Fund and the Underwriter agrees agree to sell to the Company those shares of each Portfolio the Portfolios which the Company orders on behalf of any Separate Account, executing such orders on a daily basis at the respective net asset value of the Portfolio next computed after receipt of a purchase order and acceptance by the Portfolio Fund or its designee, in accordance with the then current prospectus designee of the Portfoliosuch order. For purposes of this section 1.1Section, the Company shall be the designee of the Portfolio Fund for the limited purpose receipt of receiving and accepting purchase such orders resulting from investments in, and payments under, the Contractseach Separate Account. Receipt by such designee shall constitute receipt by the Portfolio, Fund; provided that (i) the Fund or the Underwriter receives notice of such orders are received by the Company in good order by the time the net asset value of the Portfolio is calculated in accordance with its prospectus (hereinafter "the NAV Calculation Time"); and (ii) the Company transmits any such order via the National Securities Clearing Corporation (hereinafter the "NSCC") by 6:00 7:00 a.m. Eastern Time (Cycle 6) on the next following business day. The Company agrees to timely transmit to the Portfolio each purchase order for Portfolio shares received by the Company by the NAV Calculation Time via NSCC by 6:00 a.m. Eastern Time (Cycle 6)Business Day. The Fund will receive all orders to purchase Portfolio shares using the NSCC's Defined Contribution Clearance & Settlement (DCC&S"DCC'S") platform. The Fund will also provide the Company with account positions and activity data using the NSCC's Networking platform. The Company shall pay for Portfolio shares by the scheduled close of federal funds transmissions on the same Business Day it places an order to purchase Portfolio shares in accordance with this section using the NSCC's Fund/SERVE SERV System. Payment shall be in federal funds transmitted by wire to the NSCC from the Company's designated Settling Bank as designated by to the CompanyFund or its designee. "Business Day Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund or its designee calculates it a Portfolio's net asset value pursuant to the rules of the SEC. Networking "Networking" shall mean the NSCC's product that allows Fund's the Fund and Companies the Company to exchange account level information electronically. "Settling Bank Bank" shall mean the entity appointed by the Company Fund to perform such settlement services on behalf of the Company Portfolios and agrees to abide by the NSCC's Rules and Procedures insofar as they relate to the same day funds settlement. If the Company is for any reason unable to submit somehow prohibited from submitting purchase and settlement instructions to the Fund or its designee for Portfolio shares via the NSCC's DCC&S platform, platform the following shall apply to this Section; : The Fund and the Underwriter agrees agree to sell the Company those shares of each Portfolio the Portfolios which the Company orders on behalf of any Separate Account, executing such orders on a daily basis at the respective net asset value of the Portfolio next computed after receipt of a purchase order and acceptance by the Portfolio Fund or its designee, in accordance with the then current prospectus designee of the Portfoliosuch orders. For purposes of this section 1.1Section, the Company shall be the designee of the Portfolio Fund for the limited purpose receipt of receiving such orders from the Separate Account and accepting purchase orders resulting from investments in, and payments under, the Contracts. Receipt receipt by such designee shall constitute receipt by the Portfolio, Fund; provided that (i) the Fund or the Underwriter receives notice of such orders are received by the Company in good order by the NAV Calculation Time; and (ii) the Company transmits any such order by [10:00] 9:30 a.m. Eastern Time on the next following business day. The Company agrees to timely transmit to the Portfolio by 10:00 a.m. Eastern Time each purchase order for Portfolio shares received by the Company by the NAV Calculation TimeBusiness Day. The Company shall pay for Portfolio shares by the scheduled close of federal funds transmissions on the same Business Day it places an order to purchase Portfolio shares in accordance with this section. Payment shall be in federal funds transmitted by wire to the Fund's designated custodian. Business Day shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates it net asset value pursuant to the rules of the SEC. 1.2 The Underwriter agrees to make shares of the Portfolios available indefinitely for purchase at the applicable net asset value per share by the Company on Business Days; provided, however, that the Board of Trustees or Directors or its Officers, as applicable, of the Fund (hereinafter the Trustees/Directors/Officers) may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees/Directors/Officers, acting in good faith and in compliance with their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of any Portfolio. 1.3 AGIS agrees to execute redemptions for cash, upon the Company's request, of any full or fractional shares of the Fund held by the Company on behalf of a Separate Account at the respective net asset values of the Portfolio next computed after receipt of a redemption order by the Portfolio or its designee, in accordance with the then current prospectus terms of the Portfolio. For purposes of this section 1.3, the Company shall be the designee of the Portfolio for the limited purpose of receiving and accepting redemption orders resulting from investments in, and payments under, the Contracts. Receipt by such designee shall constitute receipt by the Portfolio, provided that (i) such orders are received by the Company in good order by the NAV Calculation Time; and (ii) the Company transmits any such order to the NSCC by 6:00 a.m. Eastern Time on the next following business day. The Company agrees to timely transmit to the Portfolio each redemption order for Portfolio shares received by the Company by the NAV Calculation Time via NSCC by 6:00 a.m. Eastern Time. The Fund will receive all orders to redeem Portfolio shares using the NSCC's DCC&S platform. The Fund will also provide the Company with account positions and activity data using the NSCC's Networking platform. Payment for Fund shares redeemed shall be made in accordance with this section using the NSCC's Fund/SERVE System. Payment shall be in federal funds transmitted by the NSCC to the Company's Settling Bank as designated by the Company, on the same Business Day the Fund or the Underwriter receives notice of the redemption order from the Company provided that the Fund or the Underwriter receives notice by 10:00 a.m. Eastern Time on such Business Day. If the Company is for any reason unable to submit redemption and settlement instructions to the Fund for Portfolio shares via the NSCC's DCC&S platform the following shall apply to this Section: AGIS agrees to execute redemptions for cash, upon the Company's request, of any full or fractional shares of the Fund held by the Company on behalf of a Separate Account, at the respective net asset values of the Portfolio next computed after receipt of a redemption order by the Portfolio or its designee, in accordance with the then current prospectus of the Portfolio. For purposes of this section 1.1, the Company shall be the designee of the Portfolio for the limited purpose of receiving and accepting redemption orders resulting from investments in, and payments under, the Contracts. Receipt by such designee shall constitute receipt by the Portfolio, provided that (i) such orders are received by the Company in good order by the NAV Calculation Time; and (ii) the Company transmits any such order by 6:00 a.m. Eastern Time (Cycle 6) on the next following Business Day. The Company agrees to timely transmit to the Portfolio by 10:00 a.m. Eastern Time each redemption order for Portfolio shares received by the Company by the NAV Calculation Time. Payment shall be in federal funds transmitted by wire to the Separate Account as designated by the Company, on the same Business Day AGIS receives notice of the redemption order from the Company provided that AGIS receives notice by 10:00 a.m. Eastern Time on such Business Day. 1.4 The Company agrees to purchase and redeem the shares of the Portfolios named in SCHEDULE A offered by the then current prospectus of the Fund in accordance with the provisions of the applicable prospectus. 1.5 The Company will place separate orders to purchase or redeem shares of each Portfolio. 1.6 Issuance and transfer of the Fund's shares will be by book entry only. Share certificates will not be issued to the Company or any Separate Account. Purchase and redemption orders for Fund shares will be recorded by AGIS in the name of the appropriate Separate Account or, if agreed to by the parties, the appropriate subaccount of each Separate Account. 1.7 AGIS shall furnish on the same Business Day notice to the Company of any income, dividends or capital gain distributions payable on the Fund's shares. The Company hereby elects to receive all such dividends and distributions as are payable on a Portfolio's shares in the form of additional shares of that Portfolio. AGIS shall notify the Company of the number of shares so issued as payment of such dividends and distributions no later than one Business Day after issuance. The Company reserves the right to revoke this election and to receive in cash all such dividends and distributions declared after receipt of notice of revocation by the Fundcurrent prospectus. 1.8 AGIS shall make the net asset value per share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the close of trading each Business Day, but in no event later than 6:30 p.m. Eastern Time on such Business Day. 1.9 If the Underwriter provides incorrect share net asset value per share, dividend or capital gain information and such errors are not corrected by 4 p.m. Eastern Time the next Business Day (by providing the incorrect and the correct NAV for each day that the error occurred), the Underwriter and/or Fund shall be liable for the systems and out of pocket costs equal to (i) $1,000 per day per affected Fund or Series for each day that incorrect information provided by the AGIS is not corrected by the AGIS, if such period does not include a month-end or a fiscal quarter-end or (ii) $1,500 per day per affected Fund or Series for each day that such incorrect information provided by the AGIS is not corrected by AGIS, if such period does include a month-end or a fiscal quarter-end. AGIS shall make all corrections to all Contract owner, participant, or beneficiary accounts with respect to the Fund shares purchased or redeemed to reflect the correct net asset value per share, dividend or capital gain information so that each owner, participant or beneficiary under a Contract is made whole. Any error in the calculation or reporting of net asset value per share, dividend or capital gain information shall be reported promptly to the Company upon discovery. 1.10 If the Company provides incorrect processing information through no fault of the Fund, the Underwriter or the Adviser, the Company shall be liable to the Fund and AGIS for their actual out-of-pocket costs incurred and any necessary adjustment with respect to the Fund shares purchased or redeemed to reflect the correct information. Any error in the information provided by the Company shall be reported to the Fund, the Underwriter and the Adviser promptly upon discovery. 1.11 The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the shares of any Portfolio may be sold to other persons, including individuals, institutions and separate accounts of other insurance companies. The cash value of Contracts may be invested in investment companies other than the Funds.