Common use of SALE OF INVESTMENT COMPANY SHARES Clause in Contracts

SALE OF INVESTMENT COMPANY SHARES. (a) The Distributor agrees to sell to the Insurer those shares of the Funds offered and made available by the Investment Company and identified on Exhibit C that the Insurer orders on behalf of its Separate Accounts, and agrees to execute such orders on each day on which the Investment Company calculates its net asset value pursuant to rules of the SEC (“business day”) at the net asset value determined as described in the Investment Company’s registration statement, next computed after receipt and acceptance by the Investment Company or its agent of the order for the shares of the Investment Company. (b) The Investment Company agrees to make available on each business day shares of the Funds for purchase at the applicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Trustees of the Investment Company or its designee may refuse to sell shares of any Fund to any person, or suspend or terminate the offering of shares of any Fund, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees, or their designee, acting in good faith and in light of the Trustees’ fiduciary duties under applicable law, necessary in the best interests of the shareholders of any Fund. (c) The Investment Company and the Distributor agree that shares of the Funds of the Investment Company will be sold only to Participating Insurance Companies, their separate accounts, and other persons consistent with applicable law. No shares of any Fund will be sold directly to the general public to the extent not permitted by applicable law. (d) The Investment Company and the Distributor will not sell shares of the Funds to any insurance company or separate account unless an agreement containing provisions substantially the same as the provisions in Section 4 of this Agreement is in effect to govern such sales. (e) Upon receipt of a request for redemption in proper form from the Insurer, the Investment Company agrees to redeem any full or fractional shares of the Funds held by the Insurer, ordinarily executing such requests on each business day at the net asset value next computed after receipt and acceptance by the Investment Company or its agent of the request for redemption, except that the Investment Company reserves the right to suspend the right of redemption, consistent with Section 22(e) of the 1940 Act and any rules thereunder. Such redemption shall be paid consistent with Section 22(e) of the 1940 Act and any rules, regulations or orders thereunder, and the procedures and policies of the Investment Company as described in the current registration statement for the Investment Company. (f) Any purchase or redemption request for any Fund shares held or to be held in the Insurer’s general account shall be effected at the net asset value per share next determined after the receipt and acceptance of such request by the Investment Company. (g) The Insurer agrees to purchase and redeem the shares of each Fund in accordance with the provisions of Exhibit B to this Agreement and the Prospectus for the Fund. As used herein, “Prospectus” means, with respect to any Shares the most recent Summary Prospectus (as defined in Rule 498 under the 1933 Act), Statutory Prospectus (as defined in Rule 498 under the 1933 Act), and Statement of Additional Information (“SAI”) and any supplement thereto, pursuant to which a Fund publicly offers the Shares; provided, however, that except as contrary to the provisions of Section 5, this definition shall not be construed to require the Investment Company or the Distributor to deliver any Statutory Prospectus other than at the express request of owners of Variable Contracts.

SALE OF INVESTMENT COMPANY SHARES. (a) The Distributor agrees to sell to the Insurer those shares of the Funds offered and made available by the Investment Company and identified on Exhibit C that the Insurer orders on behalf of its Separate Accounts, and agrees to execute such orders on each day on which the Investment Company calculates its net asset value pursuant to rules of the ofthe SEC (“business day”) at the net asset value determined as described in the Investment Company’s registration statementvalue, next computed after receipt and acceptance by the Investment Company or its agent of the order for the shares of the Investment Company. (b) The Investment Company agrees to make available on each business day shares of the Funds for purchase at the applicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Trustees of the ofTrustees ofthe Investment Company or its designee may refuse to sell shares of any Fund to any person, or suspend or terminate the offering of shares of any Fund, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees, or their designee, acting in good faith and in light of the Trustees’ fiduciary duties under applicable law, necessary in the best interests of the shareholders of any FundFund (it being understood that for this purpose shareholders means variable contract owners). Notice of election to suspend or terminate shall be furnished by the Investment Company, said termination to be effective 10 business days after receipt of such notice by the Insurer in order to give the Insurer sufficient time to take appropriate steps in response to such suspension or termination provided such notice and effective time is consistent with law, regulatory authority, and the best interest of shareholders. (c) The Investment Company and the Distributor agree that shares of the Funds of the Investment Company will be sold only to Participating Insurance Companies, their separate accounts, and other persons consistent with applicable law. No shares of any Fund will be sold directly to the general public to the extent not permitted by applicable law. (d) The Investment Company and the Distributor will not sell shares of the Funds to any insurance company or separate account unless an agreement containing provisions substantially the same as the provisions in Section 4 of this Agreement is in effect to govern such sales. (e) Upon receipt of a request for redemption in proper form from the Insurer, the Investment Company agrees to redeem any full or fractional shares of the Funds held by the Insurer, ordinarily executing such requests on each business day at the net asset value next computed after receipt and acceptance by the Investment Company or its agent of the request for redemption, except that the Investment Company reserves the right to suspend the right of redemption, consistent with Section 22(e) of the 1940 Act and any rules thereunder. Such redemption shall be paid consistent with Section 22(e) of the 1940 Act and any rules, regulations or orders thereunder, and the procedures and policies of the Investment Company as described in the current registration statement for the Investment Company. (f) Any purchase or redemption request for any Fund shares held or to be held in the Insurer’s general account shall be effected at the net asset value per share next determined after the receipt and acceptance of such request by the Investment Company. (g) The Insurer agrees to purchase and redeem the shares of each Fund in accordance with the provisions of Exhibit B to this Agreement Agreement. (h) Issuance and transfer of shares of the Prospectus for Funds will be by book entry only unless otherwise agreed by the FundInvestment Company. As used herein, “Prospectus” means, with respect to any Shares the most recent Summary Prospectus (as defined in Rule 498 under the 1933 Act), Statutory Prospectus (as defined in Rule 498 under the 1933 Act), and Statement of Additional Information (“SAI”) and any supplement thereto, pursuant to which a Fund publicly offers the Shares; provided, however, that except as contrary Stock certificates will not be issued to the provisions of Section 5, this definition shall not be construed to require Insurer or the Separate Accounts unless otherwise agreed by the Investment Company. Shares ordered from the Investment Company will be recorded in an appropriate title for the Separate Accounts or the Distributor appropriate sub-accounts of the Separate Accounts. (i) The Investment Company shall furnish same day notice to deliver the Insurer of any Statutory Prospectus other than at income, dividends or capital gain distributions payable on the express request shares of owners the Funds. The Insurer hereby elects to reinvest in the Fund all such dividends and distributions as are payable on a Fund’s shares and to receive such dividends and distributions in additional shares of Variable Contractsthat Fund. The Insurer reserves the right to revoke this election in writing and to receive all such dividends and distributions in cash. The Investment Company shall notify the Insurer of the number of shares so issued as payment of such dividends and distributions.

SALE OF INVESTMENT COMPANY SHARES. (a) The Distributor agrees to sell to the Insurer those shares of the Funds offered and made available by the Investment Company and identified on Exhibit C that the Insurer orders on behalf of its Separate Accounts, and agrees to execute such orders on each day on which the Investment Company calculates its net asset value pursuant to rules of the SEC (“"business day”") at the net asset value determined as described in the Investment Company’s 's registration statement, next computed after receipt and acceptance by the Investment Company or its agent of the order for the shares of the Investment Company. (b) The Investment Company agrees to make available on each business day shares of the Funds for purchase at the applicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Trustees of the Investment Company or its designee may refuse to sell shares of any Fund to any person, or suspend or terminate the offering of shares of any Fund, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees, or their designee, acting in good faith and in light of the Trustees’ ' PGHLIB-2340111.1-GCJONES-999921-50001 fiduciary duties under applicable law, necessary in the best interests of the shareholders of any Fund. (c) The Investment Company and the Distributor agree that shares of the Funds of the Investment Company will be sold only to Participating Insurance Companies, their separate accounts, and other persons consistent with applicable law. No shares of any Fund will be sold directly to the general public to the extent not permitted by applicable law. (d) The Investment Company and the Distributor will not sell shares of the Funds to any insurance company or separate account unless an agreement containing provisions substantially the same as the provisions in Section 4 of this Agreement is in effect to govern such sales. (e) Upon receipt of a request for redemption in proper form from the Insurer, the Investment Company agrees to redeem any full or fractional shares of the Funds held by the Insurer, ordinarily executing such requests on each business day at the net asset value next computed after receipt and acceptance by the Investment Company or its agent of the request for redemption, except that the Investment Company reserves the right to suspend the right of redemption, consistent with Section 22(e) of the 1940 Act and any rules thereunder. Such redemption shall be paid consistent with Section 22(e) of the 1940 Act and any rules, regulations or orders thereunder, and the procedures and policies of the Investment Company as described in the current registration statement for the Investment Company. (f) Any purchase or redemption request for any Fund shares held or to be held in the Insurer’s 's general account shall be effected at the net asset value per share next determined after the receipt and acceptance of such request by the Investment Company. (g) The Insurer agrees to purchase and redeem the shares of each Fund in accordance with the provisions of Exhibit B to this Agreement and the Prospectus current prospectus for the Fund. (h) Issuance and transfer of shares of the Funds will be by book entry only unless otherwise agreed by the Investment Company. As used hereinStock certificates will not be issued to the Insurer or the Separate Accounts unless otherwise agreed by the Investment Company. Shares ordered from the Investment Company will be recorded in an appropriate title for the Separate Accounts or the appropriate sub-accounts of the Separate Accounts. (i) The Investment Company shall furnish same day notice to the Insurer of any income, “Prospectus” meansdividends or capital gain distributions payable on the shares of the Funds. The Insurer hereby elects to reinvest in the Fund all such dividends and distributions as are payable on a Fund's shares and to receive such dividends and distributions in additional shares of that Fund. The Insurer reserves the right to revoke this election in writing and to receive all such dividends and distributions in cash. The Investment Company shall notify the Insurer of the number of shares so issued as payment of such dividends and distributions. (j) The Investment Company shall instruct its recordkeeping agent to advise the Insurer on each business day of the net asset value per share for each Fund. Neither the Investment Company, with respect any Fund nor the Distributor, nor any of their affiliates shall be liable for any information provided to any Shares the most recent Summary Prospectus (as defined in Rule 498 under the 1933 Act), Statutory Prospectus (as defined in Rule 498 under the 1933 Act), and Statement of Additional Information (“SAI”) and any supplement thereto, Insurer pursuant to this Agreement which a Fund publicly offers information is based on incorrect information supplied by the Shares; provided, however, that except as contrary Insurer or any other Participating Insurance Company to the provisions of Section 5, this definition shall not be construed to require the Investment Company or the Distributor to deliver any Statutory Prospectus other than at the express request of owners of Variable ContractsDistributor.

SALE OF INVESTMENT COMPANY SHARES. (a) The Distributor agrees to sell to the Insurer those shares Shares of the Funds offered and made available by the Investment Company and as identified on Exhibit C C, which may be updated from time to time for the convenience of the parties, that the Insurer orders on behalf of its Separate Accounts, and agrees to execute such orders on each day on which the Investment Company calculates its net asset value pursuant to rules of the SEC (“business dayBusiness Day”) at the net asset value determined as described in the Investment Company’s registration statement, next computed after receipt and acceptance by the Investment Company or its agent of the order for the shares Shares of the Investment Company. (b) The Investment Company agrees to make available on each business day shares Shares of the Funds for purchase at the applicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Trustees of the Investment Company or its designee may refuse to sell shares of any Fund to any person, or suspend or terminate the offering of shares Shares of any Fund, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees, or their designee, acting in good faith and in light of the Trustees’ fiduciary duties under applicable law, necessary in the best interests of the shareholders of any Fund. (c) The Investment Company and the Distributor agree that shares of the Funds of the Investment Company will be sold only to Participating Insurance Companies, their separate accounts, and other persons consistent with applicable law, including but not limited to Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder. No shares Shares of any Fund will be sold directly to the general public to the extent not permitted by applicable law. (d) The Investment Company and the Distributor will not sell shares Shares of the Funds to any insurance company or separate account unless an agreement containing provisions substantially the same as the provisions in Section Sections 2(e), 4 and 7 of this Agreement is in effect to govern such sales. (e) Upon receipt of a request for redemption in proper form from the Insurer, the Investment Company agrees to redeem any full or fractional shares Shares of the Funds held by the Insurer, ordinarily executing such requests on each business day at the net asset value next computed after receipt and acceptance by the Investment Company or its agent of the request for redemption, except that the Investment Company reserves the right to suspend the right of redemption, consistent with Section 22(e) of the 1940 Act and any rules thereunder. Such redemption All redemptions shall be paid consistent with Section 22(e) of the 1940 Act and any rules, regulations or orders thereunder, and the procedures and policies of the Investment Company as described in the current registration statement for the Investment Company. (f) Any purchase or redemption request for any Fund shares Shares held or to be held in the Insurer’s general account shall be effected at the net asset value per share next determined after the receipt and acceptance of such request by the Investment Company. (g) The Insurer agrees to purchase and redeem the shares Shares of each Fund in accordance with the provisions of Exhibit B to this Agreement and the Prospectus current prospectus for the Fund. (h) Issuance and transfer of Shares of the Funds will be by book entry only unless otherwise agreed by the Investment Company. As used hereinStock certificates will not be issued to the Insurer or the Separate Accounts unless otherwise agreed by the Investment Company. Shares ordered from the Investment Company will be recorded in an appropriate title for the Separate Accounts or the appropriate sub-accounts of the Separate Accounts. (i) The Investment Company shall furnish same day notice to the Insurer of any income, “Prospectus” meansdividends or capital gain distributions payable on the Shares of the Funds. The Insurer hereby elects to reinvest in the Fund all such dividends and distributions as are payable on a Fund’s Shares and to receive such dividends and distributions in additional Shares of that Fund. The Insurer reserves the right to revoke this election in writing and to receive all such dividends and distributions in cash. The Investment Company shall notify the Insurer of the number of Shares so issued as payment of such dividends and distributions. (j) The Investment Company shall instruct its recordkeeping agent to advise the Insurer on each business day of the net asset value per share for each Fund. Neither the Investment Company, with respect any Fund or the Distributor, nor any of their affiliates shall be liable for any information provided to any Shares the most recent Summary Prospectus (as defined in Rule 498 under the 1933 Act), Statutory Prospectus (as defined in Rule 498 under the 1933 Act), and Statement of Additional Information (“SAI”) and any supplement thereto, Insurer pursuant to this Agreement which a Fund publicly offers information is based on incorrect information supplied by the Shares; provided, however, that except as contrary Insurer to the provisions of Section 5, this definition shall not be construed to require the Investment Company or the Distributor to deliver any Statutory Prospectus other than at the express request of owners of Variable ContractsDistributor.

SALE OF INVESTMENT COMPANY SHARES. (a) The Distributor agrees to sell to the Insurer those shares of the Funds offered and made available by the Investment Company and identified on Exhibit C that the Insurer orders on behalf of its Separate Accounts, and agrees to execute such orders on each day on which the Investment Company calculates its net asset value pursuant to rules of the SEC (“"business day”") at the net asset value determined as described in the Investment Company’s registration statement, next computed after receipt and acceptance by the Investment Company or its agent of the order for the shares of the Investment Company. (b) The Investment Company agrees to make available on each business day shares of the Funds for purchase at the applicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Trustees of the Investment Company or its designee may refuse to sell shares of any Fund to any person, or suspend or terminate the offering of shares of any Fund, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees, or their designee, acting in good faith and in light of the Trustees’ ' fiduciary duties under applicable law, necessary in the best interests of the shareholders of any Fund. (c) The Investment Company and the Distributor agree that shares of the Funds of the Investment Company will be sold only to Participating Insurance Companies, their separate accounts, and other persons consistent with applicable law. No shares of any Fund will be sold directly to the general public to the extent not permitted by applicable law. (d) The Investment Company and the Distributor will not sell shares of the Funds to any insurance company or separate account unless an agreement containing provisions substantially the same as the provisions in Section 4 of this Agreement is in effect to govern such sales. (e) Upon receipt of a request for redemption in proper form from the Insurer, the Investment Company agrees to redeem any full or fractional shares of the Funds held by the Insurer, ordinarily executing such requests on each business day at the net asset value next computed after receipt and acceptance by the Investment Company or its agent of the request for redemption, except that the Investment Company reserves the right to suspend the right of redemption, consistent with Section 22(e) of the 1940 Act and any rules thereunder. Such redemption shall be paid consistent with Section 22(e) of the 1940 Act and any rules, regulations or orders thereunder, and the procedures and policies of the Investment Company as described in the current registration statement for the Investment Company. (f) Any purchase or redemption request for any Fund shares held or to be held in the Insurer’s general account shall be effected at the net asset value per share next determined after the receipt and acceptance of such request by the Investment Company. (g) The Insurer agrees to purchase and redeem the shares of each Fund in accordance with the provisions of Exhibit B to this Agreement and the Prospectus current prospectus for the Fund. (h) Issuance and transfer of shares of the Funds will be by book entry only unless otherwise agreed by the Investment Company. As used hereinStock certificates will not be issued to the Insurer or the Separate Accounts unless otherwise agreed by the Investment Company. Shares ordered from the Investment Company will be recorded in an appropriate title for the Separate Accounts or the appropriate sub-accounts of the Separate Accounts. (i) The Investment Company shall furnish same day notice to the Insurer of any income, “Prospectus” meansdividends or capital gain distributions payable on the shares of the Funds. The Insurer hereby elects to reinvest in the Fund all such dividends and distributions as are payable on a Fund's shares and to receive such dividends and distributions in additional shares of that Fund. The Insurer reserves the right to revoke this election in writing and to receive all such dividends and distributions in cash. The Investment Company shall notify the Insurer of the number of shares so issued as payment of such dividends and distributions. (j) The Investment Company shall instruct its recordkeeping agent to advise the Insurer on each business day of the net asset value per share for each Fund. Neither the Investment Company, with respect any Fund nor the Distributor, nor any of their affiliates shall be liable for any information provided to any Shares the most recent Summary Prospectus (as defined in Rule 498 under the 1933 Act), Statutory Prospectus (as defined in Rule 498 under the 1933 Act), and Statement of Additional Information (“SAI”) and any supplement thereto, Insurer pursuant to this Agreement which a Fund publicly offers information is based on incorrect information supplied by the Shares; provided, however, that except as contrary Insurer or any other Participating Insurance Company to the provisions of Section 5, this definition shall not be construed to require the Investment Company or the Distributor to deliver any Statutory Prospectus other than at the express request of owners of Variable ContractsDistributor.

SALE OF INVESTMENT COMPANY SHARES. (a) The Distributor agrees to sell to the Insurer those shares of the Funds offered and made available by the Investment Company and identified on Exhibit C that the Insurer orders on behalf of its Separate Accounts, and agrees to execute such orders on each day on which the Investment Company calculates its net asset value pursuant to rules of the SEC (“business day”) at the net asset value determined as described in the Investment Company’s registration statementvalue, next computed after receipt and acceptance by the Investment Company or its agent of the order for the shares of the Investment Company. (b) The Investment Company agrees to make available on each business day shares of the Funds for purchase at the applicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Trustees of the Investment Company or its designee may refuse to sell shares of any Fund to any person, or suspend or terminate the offering of shares of any Fund, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees, or their designee, acting in good faith and in light of the Trustees’ fiduciary duties under applicable law, necessary in the best interests of the shareholders of any FundFund (it being understood that for this purpose shareholders means variable contract owners). Notice of election to suspend or terminate shall be furnished by the Investment Company, said termination to be effective 10 business days after receipt of such notice by the Insurer in order to give the Insurer sufficient time to take appropriate steps in response to such suspension or termination provided such notice and effective time is consistent with law, regulatory authority, and the best interest of shareholders. (c) The Investment Company and the Distributor agree that shares of the Funds of the Investment Company will be sold only to Participating Insurance Companies, their separate accounts, and other persons consistent with applicable law. No shares of any Fund will be sold directly to the general public to the extent not permitted by applicable law. (d) The Investment Company and the Distributor will not sell shares of the Funds to any insurance company or separate account unless an agreement containing provisions substantially the same as the provisions in Section 4 of this Agreement is in effect to govern such sales. (e) Upon receipt of a request for redemption in proper form from the Insurer, the Investment Company agrees to redeem any full or fractional shares of the Funds held by the Insurer, ordinarily executing such requests on each business day at the net asset value next computed after receipt and acceptance by the Investment Company or its agent of the request for redemption, except that the Investment Company reserves the right to suspend the right of redemption, consistent with Section 22(e) of the 1940 Act and any rules thereunder. Such redemption shall be paid consistent with Section 22(e) of the 1940 Act and any rules, regulations or orders thereunder, and the procedures and policies of the Investment Company as described in the current registration statement for the Investment Company. (f) Any purchase or redemption request for any Fund shares held or to be held in the Insurer’s general account shall be effected at the net asset value per share next determined after the receipt and acceptance of such request by the Investment Company. (g) The Insurer agrees to purchase and redeem the shares of each Fund in accordance with the provisions of Exhibit B to this Agreement Agreement. (h) Issuance and transfer of shares of the Prospectus Funds will be by book entry only unless otherwise agreed by the Investment Company. Stock certificates will not be issued to the Insurer or the Separate Accounts unless otherwise agreed by the Investment Company. Shares ordered from the Investment Company will be recorded in an appropriate title for the Separate Accounts or the appropriate sub-accounts of the Separate Accounts. (i) The Investment Company shall furnish same day notice to the Insurer of any income, dividends or capital gain distributions payable on the shares of the Funds. The Insurer hereby elects to reinvest in the Fund all such dividends and distributions as are payable on a Fund’s shares and to receive such dividends and distributions in additional shares of that Fund. As used hereinThe Insurer reserves the right to revoke this election in writing and to receive all such dividends and distributions in cash. The Investment Company shall notify the Insurer of the number of shares so issued as payment of such dividends and distributions. (i) The Investment Company shall instruct its recordkeeping agent to advise the Insurer on each business day of the net asset value per share for each Fund. Neither the Investment Company, “Prospectus” meansany Fund nor the Distributor, with respect nor any of their affiliates shall be liable for any information provided to any Shares the most recent Summary Prospectus (as defined in Rule 498 under the 1933 Act), Statutory Prospectus (as defined in Rule 498 under the 1933 Act), and Statement of Additional Information (“SAI”) and any supplement thereto, Insurer pursuant to this Agreement which a Fund publicly offers information is based on incorrect information supplied by the Shares; provided, however, that except as contrary Insurer to the provisions of Section 5, this definition shall not be construed to require the Investment Company or the Distributor to deliver any Statutory Prospectus other than at the express request of owners of Variable ContractsDistributor.

SALE OF INVESTMENT COMPANY SHARES. (a) The Distributor agrees to sell to the Insurer those shares of the Funds offered and made available by the Investment Company and identified on Exhibit C that the Insurer orders on behalf of its Separate Accounts, and agrees to execute such orders on each day on which the Investment Company calculates its net asset value pursuant to rules of the SEC (“business day”) at the net asset value determined as described in the Investment Company’s registration statementvalue, next computed after receipt and acceptance by the Investment Company or its agent of the order for the shares of the Investment Company. (b) The Investment Company agrees to make available on each business day shares of the Funds for purchase at the applicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Trustees of the Investment Company or its designee may refuse to sell shares of any Fund to any person, or suspend or terminate the offering of shares of any Fund, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees, or their designee, acting in good faith and in light of the Trustees’ fiduciary duties under applicable law, necessary in the best interests of the shareholders of any FundFund (it being understood that for this purpose shareholders means variable contract owners). Notice of election to suspend or terminate shall be furnished by the Investment Company, said termination to be effective 10 business days after receipt of such notice by the Insurer in order to give the Insurer sufficient time to take appropriate steps in response to such suspension or termination provided such notice and effective time is consistent with law, regulatory authority, and the best interest of shareholders. (c) The Investment Company and the Distributor agree that shares of the Funds of the Investment Company will be sold only to Participating Insurance Companies, their separate accounts, and other persons consistent with applicable law. No shares of any Fund will be sold directly to the general public to the extent not permitted by applicable law. (d) The Investment Company and the Distributor will not sell shares of the Funds to any insurance company or separate account unless an agreement containing provisions substantially the same as the provisions in Section 4 of this Agreement is in effect to govern such sales. (e) Upon receipt of a request for redemption in proper form from the Insurer, the Investment Company agrees to redeem any full or fractional shares of the Funds held by the Insurer, ordinarily executing such requests on each business day at the net asset value next computed after receipt and acceptance by the Investment Company or its agent of the request for redemption, except that the Investment Company reserves the right to suspend the right of redemption, consistent with Section 22(e) of the 1940 Act and any rules thereunder. Such redemption shall be paid consistent with Section 22(e) of the 1940 Act and any rules, regulations or orders thereunder, and the procedures and policies of the Investment Company as described in the current registration statement for the Investment Company. (f) Any purchase or redemption request for any Fund shares held or to be held in the Insurer’s general account shall be effected at the net asset value per share next determined after the receipt and acceptance of such request by the Investment Company. (g) The Insurer agrees to purchase and redeem the shares of each Fund in accordance with the provisions of Exhibit B to this Agreement Agreement. (h) Issuance and transfer of shares of the Prospectus Funds will be by book entry only unless otherwise agreed by the Investment Company. Stock certificates will not be issued to the Insurer or the Separate Accounts unless otherwise agreed by the Investment Company. Shares ordered from the Investment Company will be recorded in an appropriate title for the Separate Accounts or the appropriate sub-accounts of the Separate Accounts. (i) The Investment Company shall furnish same day notice to the Insurer of any income, dividends or capital gain distributions payable on the shares of the Funds. The Insurer hereby elects to reinvest in the Fund all such dividends and distributions as are payable on a Fund’s shares and to receive such dividends and distributions in additional shares of that Fund. As used hereinThe Insurer reserves the right to revoke this election in writing and to receive all such dividends and distributions in cash. The Investment Company shall notify the Insurer of the number of shares so issued as payment of such dividends and distributions. (j) The Investment Company shall instruct its recordkeeping agent to advise the Insurer on each business day of the net asset value per share for each Fund. Neither the Investment Company, “Prospectus” meansany Fund nor the Distributor, with respect nor any of their affiliates shall be liable for any information provided to any Shares the most recent Summary Prospectus (as defined in Rule 498 under the 1933 Act), Statutory Prospectus (as defined in Rule 498 under the 1933 Act), and Statement of Additional Information (“SAI”) and any supplement thereto, Insurer pursuant to this Agreement which a Fund publicly offers information is based on incorrect information supplied by the Shares; provided, however, that except as contrary Insurer to the provisions of Section 5, this definition shall not be construed to require the Investment Company or the Distributor to deliver any Statutory Prospectus other than at the express request of owners of Variable ContractsDistributor.

SALE OF INVESTMENT COMPANY SHARES. (a) The Distributor agrees to sell to the Insurer those shares of the Funds offered and made available by the Investment Company and identified on Exhibit C that the Insurer orders on behalf of its Separate Accounts, and agrees to execute such orders on each day on which the Investment Company calculates its net asset value pursuant to rules of the SEC (“business day”) at the net asset value determined as described in the Investment Company’s registration statement, next computed after receipt and acceptance by the Investment Company or its agent of the order for the shares of the Investment Company. (b) The Investment Company agrees to make available on each business day shares of the Funds for purchase at the applicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Trustees of the Investment Company or its designee may refuse to sell shares of any Fund to any person, or suspend or terminate the offering of shares of any Fund, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees, or their designee, acting in good faith and in light of the Trustees’ fiduciary duties under applicable law, necessary in the best interests of the shareholders of any Fund. (c) The Investment Company and the Distributor agree that shares of the Funds of the Investment Company will be sold only to Participating Insurance Companies, their separate accounts, and other persons consistent with applicable law. No shares of any Fund will be sold directly to the general public to the extent not permitted by applicable law. (d) The Investment Company and the Distributor will not sell shares of the Funds to any insurance company or separate account unless an agreement containing provisions substantially the same as the provisions in Section 4 of this Agreement is in effect to govern such sales. (e) Upon receipt of a request for redemption in proper form from the Insurer, the Investment Company agrees to redeem any full or fractional shares of the Funds held by the Insurer, ordinarily executing such requests on each business day at the net asset value next computed after receipt and acceptance by the Investment Company or its agent of the request for redemption, except that the Investment Company reserves the right to suspend the right of redemption, consistent with Section 22(e) of the 1940 Act and any rules thereunder. Such redemption shall be paid consistent with Section 22(e) of the 1940 Act and any rules, regulations or orders thereunder, and the procedures and policies of the Investment Company as described in the current registration statement for the Investment Company. (f) Any purchase or redemption request for any Fund shares held or to be held in the Insurer’s general account shall be effected at the net asset value per share next determined after the receipt and acceptance of such request by the Investment Company. (g) The Insurer agrees to purchase and redeem the shares of each Fund in accordance with the provisions of Exhibit B to this Agreement and the Prospectus current prospectus for the Fund. (h) Issuance and transfer of shares of the Funds will be by book entry only unless otherwise agreed by the Investment Company. As used hereinStock certificates will not be issued to the Insurer or the Separate Accounts unless otherwise agreed by the Investment Company. Shares ordered from the Investment Company will be recorded in an appropriate title for the Separate Accounts or the appropriate sub-accounts of the Separate Accounts. (i) The Investment Company shall furnish same day notice to the Insurer of any income, “Prospectus” meansdividends or capital gain distributions payable on the shares of the Funds. The Insurer hereby elects to reinvest in the Fund all such dividends and distributions as are payable on a Fund’s shares and to receive such dividends and distributions in additional shares of that Fund. The Insurer reserves the right to revoke this election in writing and to receive all such dividends and distributions in cash. The Investment Company shall notify the Insurer of the number of shares so issued as payment of such dividends and distributions. (j) The Investment Company shall instruct its recordkeeping agent to advise the Insurer on each business day of the net asset value per share for each Fund. Neither the Investment Company, with respect any Fund nor the Distributor, nor any of their affiliates shall be liable for any information provided to any Shares the most recent Summary Prospectus (as defined in Rule 498 under the 1933 Act), Statutory Prospectus (as defined in Rule 498 under the 1933 Act), and Statement of Additional Information (“SAI”) and any supplement thereto, Insurer pursuant to this Agreement which a Fund publicly offers information is based on incorrect information supplied by the Shares; provided, however, that except as contrary Insurer or any other Participating Insurance Company to the provisions of Section 5, this definition shall not be construed to require the Investment Company or the Distributor to deliver any Statutory Prospectus other than at the express request of owners of Variable ContractsDistributor.

SALE OF INVESTMENT COMPANY SHARES. (a) The Distributor agrees to sell to the Insurer Society those shares of the Funds offered and made available by the Investment Company and identified on Exhibit C that the Insurer Society orders on behalf of its Separate Accounts, and agrees to execute such orders on each day on which the Investment Company calculates its net asset value pursuant to rules of the SEC (“business day”) at the net asset value determined as described in the Investment Company’s registration statementvalue, next computed after receipt and acceptance by the Investment Company or its agent of the order for the shares of the Investment Company. (b) The Investment Company agrees to make available on each business day shares of the Funds for purchase at the applicable net asset value per share by the Insurer Society on behalf of its Separate Accounts; provided, however, that the Board of Trustees of the Investment Company or its designee may refuse to sell shares of any Fund to any person, or suspend or terminate the offering of shares of any Fund, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees, or their designee, acting in good faith and in light of the Trustees’ fiduciary duties under applicable law, necessary in the best interests of the shareholders of any FundFund (it being understood that for this purpose shareholders means variable contract owners). Notice of election to suspend or terminate shall be furnished by the Investment Company, said termination to be effective 10 business days after receipt of such notice by the Society in order to give the Society sufficient time to take appropriate steps in response to such suspension or termination provided such notice and effective time is consistent with law, regulatory authority, and the best interest of shareholders. (c) The Investment Company and the Distributor agree that shares of the Funds of the Investment Company will be sold only to Participating Insurance Companies, their separate accounts, and other persons consistent with applicable law. No shares of any Fund will be sold directly to the general public to the extent not permitted by applicable law. (d) The Investment Company and the Distributor will not sell shares of the Funds to any insurance company or separate account unless an agreement containing provisions substantially the same as the provisions in Section 4 of this Agreement is in effect to govern such sales. (e) Upon receipt of a request for redemption in proper form from the InsurerSociety, the Investment Company agrees to redeem any full or fractional shares of the Funds held by the InsurerSociety, ordinarily executing such requests on each business day at the net asset value next computed after receipt and acceptance by the Investment Company or its agent of the request for redemption, except that the Investment Company reserves the right to suspend the right of redemption, consistent with Section 22(e) of the 1940 Act and any rules thereunder. Such redemption shall be paid consistent with Section 22(e) of the 1940 Act and any rules, regulations or orders thereunder, and the procedures and policies of the Investment Company as described in the current registration statement for the Investment Company. (f) Any purchase or redemption request for any Fund shares held or to be held in the InsurerSociety’s general account shall be effected at the net asset value per share next determined after the receipt and acceptance of such request by the Investment Company. (g) The Insurer Society agrees to purchase and redeem the shares of each Fund in accordance with the provisions of Exhibit B to this Agreement Agreement. (h) Issuance and transfer of shares of the Prospectus Funds will be by book entry only unless otherwise agreed by the Investment Company. Stock certificates will not be issued to the Society or the Separate Accounts unless otherwise agreed by the Investment Company. Shares ordered from the Investment Company will be recorded in an appropriate title for the Separate Accounts or the appropriate sub-accounts of the Separate Accounts. (i) The Investment Company shall furnish same day notice to the Society of any income, dividends or capital gain distributions payable on the shares of the Funds. The Society hereby elects to reinvest in the Fund all such dividends and distributions as are payable on a Fund’s shares and to receive such dividends and distributions in additional shares of that Fund. As used hereinThe Society reserves the right to revoke this election in writing and to receive all such dividends and distributions in cash. The Investment Company shall notify the Society of the number of shares so issued as payment of such dividends and distributions. (j) The Investment Company shall instruct its recordkeeping agent to advise the Society on each business day of the net asset value per share for each Fund. Neither the Investment Company, “Prospectus” meansany Fund nor the Distributor, with respect nor any of their affiliates shall be liable for any information provided to any Shares the most recent Summary Prospectus (as defined in Rule 498 under the 1933 Act), Statutory Prospectus (as defined in Rule 498 under the 1933 Act), and Statement of Additional Information (“SAI”) and any supplement thereto, Society pursuant to this Agreement which a Fund publicly offers information is based on incorrect information supplied by the Shares; provided, however, that except as contrary Society to the provisions of Section 5, this definition shall not be construed to require the Investment Company or the Distributor to deliver any Statutory Prospectus other than at the express request of owners of Variable ContractsDistributor.

SALE OF INVESTMENT COMPANY SHARES. (a) The Distributor agrees to sell to the Insurer those shares of the Funds offered and made available by the Investment Company and identified on Exhibit C that the Insurer orders on behalf of its Separate Accounts, and agrees to execute such orders on each day on which the Investment Company calculates its net asset value pursuant to rules of the SEC (“"business day”") at the net asset value determined as described in the Investment Company’s Company‟s registration statement, next computed after receipt and acceptance by the Investment Company or its agent of the order for the shares of the Investment Company. (b) The Investment Company agrees to make available on each business day shares of the Funds for purchase at the applicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Trustees of the Investment Company or its designee may refuse to sell shares of any Fund to any person, or suspend or terminate the offering of shares of any Fund, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees, or their designee, acting in good faith and in light of the Trustees’ ' fiduciary duties under applicable law, necessary in the best interests of the shareholders of any Fund. (c) The Investment Company and the Distributor agree that shares of the Funds of the Investment Company will be sold only to Participating Insurance Companies, their separate accounts, and other persons consistent with applicable law. No shares of any Fund will be sold directly to the general public to the extent not permitted by applicable law. (d) The Investment Company and the Distributor will not sell shares of the Funds to any insurance company or separate account unless an agreement containing provisions substantially the same as the provisions in Section 4 of this Agreement is in effect to govern such sales. (e) Upon receipt of a request for redemption in proper form from the Insurer, the Investment Company agrees to redeem any full or fractional shares of the Funds held by the Insurer, ordinarily executing such requests on each business day at the net asset value next computed after receipt and acceptance by the Investment Company or its agent of the request for redemption, except that the Investment Company reserves the right to suspend the right of redemption, consistent with Section 22(e) of the 1940 Act and any rules thereunder. Such redemption shall be paid consistent with Section 22(e) of the 1940 Act and any rules, regulations or orders thereunder, and the procedures and policies of the Investment Company as described in the current registration statement for the Investment Company. (f) Any purchase or redemption request for any Fund shares held or to be held in the Insurer’s Insurer‟s general account shall be effected at the net asset value per share next determined after the receipt and acceptance of such request by the Investment Company. (g) The Insurer agrees to purchase and redeem the shares of each Fund in accordance with the provisions of Exhibit B to this Agreement and the Prospectus current prospectus for the Fund. (h) Issuance and transfer of shares of the Funds will be by book entry only unless otherwise agreed by the Investment Company. As used hereinStock certificates will not be issued to the Insurer or the Separate Accounts unless otherwise agreed by the Investment Company. Shares ordered from the Investment Company will be recorded in an appropriate title for the Separate Accounts or the appropriate sub-accounts of the Separate Accounts. (i) The Investment Company shall furnish same day notice to the Insurer of any income, “Prospectus” meansdividends or capital gain distributions payable on the shares of the Funds. The Insurer hereby elects to reinvest in the Fund all such dividends and distributions as are payable on a Fund's shares and to receive such dividends and distributions in additional shares of that Fund. The Insurer reserves the right to revoke this election in writing and to receive all such dividends and distributions in cash. The Investment Company shall notify the Insurer of the number of shares so issued as payment of such dividends and distributions. (j) The Investment Company shall instruct its recordkeeping agent to advise the Insurer on each business day of the net asset value per share for each Fund. Neither the Investment Company, with respect any Fund nor the Distributor, nor any of their affiliates shall be liable for any information provided to any Shares the most recent Summary Prospectus (as defined in Rule 498 under the 1933 Act), Statutory Prospectus (as defined in Rule 498 under the 1933 Act), and Statement of Additional Information (“SAI”) and any supplement thereto, Insurer pursuant to this Agreement which a Fund publicly offers information is based on incorrect information supplied by the Shares; provided, however, that except as contrary Insurer or any other Participating Insurance Company to the provisions of Section 5, this definition shall not be construed to require the Investment Company or the Distributor to deliver any Statutory Prospectus other than at the express request of owners of Variable ContractsDistributor.