Common use of Rates of Compensation Clause in Contracts

Rates of Compensation. For the services identified above, GEID, on behalf of the Company and the Funds, agrees to pay Product Distributor compensation at the following annual rates: (i) Pursuant to this Agreement, the amount of compensation paid by GEID to Product Distributor in any fiscal year of the Company for both Sales Services and Investor Services shall not exceed % of the average daily net assets of a Fund attributable to Class 4 Shares supporting Contracts or Policies owned by customers of Product Distributor or Selling Broker-Dealers; provided, however, that the amount of any such compensation paid by GEID to Product Distributor in any fiscal year for the Personal Services component of Investor Services shall not exceed % of the average daily net assets of a Fund attributable to Class 4 Shares supporting Contracts or Policies owned by customers of Product Distributor or Selling Broker-Dealers. (ii) GEID and Product Distributor agree that, notwithstanding the foregoing, GEID shall adjust such compensation whenever necessary to ensure that no payment is made by the Company on behalf of Class 4 Shares of a Fund in excess of the applicable limits on: (A) sales charges under NASD Conduct Rule 2830(d)(3); or (B) service fees under NASD Conduct Rule 2830(d)(5).