Common use of Sale of the Fund Shares Clause in Contracts

Sale of the Fund Shares. 1.1 BRIL hereby appoints the Company as its agent for the limited purpose of accepting orders for an Account, and the Company hereby accepts such appointment. The Company shall have no authority to act as agent for the Fund, the Underwriter or BAL (collectively, “Fund Parties”) for any other purpose. The Company may delegate any or all of its obligations hereunder to any affiliate of the Company subject to the Company determining that each such affiliate is capable of performing the obligations and the Company taking such measures as may be necessary to ensure that such affiliate performs the obligations in accordance with the terms of this Agreement. To the extent the Company wishes to delegate any or all of its obligations hereunder to any third party that is not an affiliate of the Company, the Company may do so only after receiving the written permission of BRIL. In either case, the Company shall be responsible for any conduct (including inaction) of such delegate in connection with this Agreement to the same extent as if such conduct (including inaction) were that of the Company. (a) Subject to the terms of this Article 1, the Fund shall make Shares of the Portfolios available to the Accounts, and the Company shall engage in transactions with respect to such Shares, at net asset value in accordance with the terms of this Agreement, any operational procedures mutually agreed to by the Fund and the Company from time to time, and the then-current prospectuses and statements of additional information of the Portfolios (collectively, the “Prospectus”). Shares of a particular Portfolio of the Fund shall be ordered in such quantities and at such times as determined by the Company to be necessary to meet the requirements of the Contracts. Notwithstanding the foregoing, the Fund 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 Fund acting in good faith, necessary or appropriate in the best interests of the shareholders of such Portfolio. The Fund may require the Company to refuse redemption orders for a Portfolio if permitted by the Fund’s Prospectus or if the Fund has suspended redemptions with respect to such Portfolio in accordance with Section 22(e) of the 1940 Act, Rule 2a-7 under the 1940 Act or any other applicable rule or regulation. Fund Parties shall have no liability for any such action. (b) It is understood that for purposes of this Agreement, an exchange involves a redemption order and a purchase order for Shares of a Portfolio.

Sale of the Fund Shares. 1.1 BRIL (a) Subject to Article 7 hereof, the Fund shall make available to the Company, for purchase on behalf of the Accounts, Shares of the Portfolios in accordance with this Agreement and the provisions of the then-effective prospectus and Statement of Additional Information (“SAI”) of the Fund (collectively, “Prospectus”). The Fund hereby appoints the Company as its an agent of the Fund for the limited purpose of receiving and accepting orders for an Accountpurchase, exchange and redemption requests on behalf of the Company hereby accepts such appointment. The Company shall have no authority to act as agent for the Fund, the Underwriter or BAL Accounts (collectively, “Fund Parties”) for any other purpose. The Company may delegate any or all of its obligations hereunder but not with respect to any affiliate of the Company subject to the Company determining Shares that each such affiliate is capable of performing the obligations and the Company taking such measures as may be necessary to ensure that such affiliate performs held in the obligations in accordance with the terms of this Agreement. To the extent the Company wishes to delegate any or all of its obligations hereunder to any third party that is not an affiliate general account of the Company) for Shares of those Portfolios made available hereunder, based on allocations of amounts to the Company may do so only after receiving Accounts or subaccounts thereof under the written permission Contracts and other transactions relating to the Contracts or the Accounts. Receipt of BRIL. In either case, such orders by the Company shall be responsible for any conduct (including inaction) of such delegate in connection with this Agreement to constitute receipt by the same extent as if such conduct (including inaction) were that of the CompanyFund. (ab) Subject to the terms of this Article 1, the Fund shall make Shares of the Portfolios available to the Accounts, and the Company shall engage in transactions with respect to such Shares, at net asset value in accordance with the terms of this Agreement, any operational procedures mutually agreed to by the Fund and the Company from time to time, and the then-current prospectuses and statements of additional information of the Portfolios (collectively, the “Prospectus”). Shares of a particular Portfolio of the Fund shall be ordered in such quantities and at such times as determined by the Company to be necessary to meet the requirements of the Contracts. Notwithstanding the foregoing, The Trustees of the Fund (the “Trustees”) may refuse to sell Shares of any Portfolio to any personperson (including the Company and the Accounts), or suspend or terminate the offering of Shares of any Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction or is, in the their sole discretion of the Fund when acting in good faithfaith and in light of their fiduciary duties under federal and any applicable state laws, if they deem such actions necessary or appropriate in the best interests of the shareholders of such Portfolio (it being understood that for this purpose shareholders means Contract owners). (c) The Fund or its designee will compute the closing net asset value and any dividend, income accrual, and capital gains information for the Portfolios as of the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. Eastern Time, the “Close of Trading”) on each day the New York Stock Exchange is open for business (a “Business Day”) as described in the applicable Portfolio’s Prospectus. The Fund may require or its designee will use its best efforts to communicate to the Company such information by 7:00 p.m. Eastern Time on each Business Day. In the event an adjustment is made to refuse redemption orders for a Portfolio if permitted by the Fund’s Prospectus or if computation of the net asset value of Shares of the Portfolios as reported to the Company, the Fund has suspended redemptions with respect to such Portfolio in accordance with Section 22(e) of or its designee shall notify the 1940 Act, Rule 2a-7 under Company promptly after the 1940 Act or any other applicable rule or regulation. Fund Parties shall have no liability need for any such action. (b) It is understood that for purposes of this Agreement, an exchange involves a redemption order and a purchase order for Shares of a Portfolio.adjustment in the following manner:

Sale of the Fund Shares. 1.1 BRIL (a) Subject to Article 7 hereof, the Fund shall make available to the Company, for purchase on behalf of the Accounts, Shares of the Portfolios in accordance with this Agreement and the provisions of the then-effective prospectus and Statement of Additional Information ("SAI") of the Fund (collectively, "Prospectus"). The Fund hereby appoints the Company as its an agent of the Fund for the limited purpose of receiving and accepting orders for an Accountpurchase, exchange and redemption requests on behalf of the Company hereby accepts such appointment. The Company shall have no authority to act as agent for the Fund, the Underwriter or BAL Accounts (collectively, “Fund Parties”) for any other purpose. The Company may delegate any or all of its obligations hereunder but not with respect to any affiliate of the Company subject to the Company determining Shares that each such affiliate is capable of performing the obligations and the Company taking such measures as may be necessary to ensure that such affiliate performs held in the obligations in accordance with the terms of this Agreement. To the extent the Company wishes to delegate any or all of its obligations hereunder to any third party that is not an affiliate general account of the Company) for Shares of those Portfolios made available hereunder, based on allocations of amounts to the Company may do so only after receiving Accounts or subaccounts thereof under the written permission Contracts and other transactions relating to the Contracts or the Accounts. Receipt of BRIL. In either case, such orders by the Company shall be responsible for any conduct (including inaction) of such delegate in connection with this Agreement to constitute receipt by the same extent as if such conduct (including inaction) were that of the CompanyFund. (ab) Subject to the terms of this Article 1, the Fund shall make Shares of the Portfolios available to the Accounts, and the Company shall engage in transactions with respect to such Shares, at net asset value in accordance with the terms of this Agreement, any operational procedures mutually agreed to by the Fund and the Company from time to time, and the then-current prospectuses and statements of additional information of the Portfolios (collectively, the “Prospectus”). Shares of a particular Portfolio of the Fund shall be ordered in such quantities and at such times as determined by the Company to be necessary to meet the requirements of the Contracts. Notwithstanding the foregoing, The Directors of the Fund (the "Directors") may refuse to sell Shares of any Portfolio to any personperson (including the Company and the Accounts), or suspend or terminate the offering of Shares of any Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction or is, in the their sole discretion of the Fund when acting in good faithfaith and in light of their fiduciary duties under federal and any applicable state laws, if they deem such actions necessary or appropriate in the best interests of the shareholders of such Portfolio (it being understood that for this purpose shareholders means Contract owners). (c) The Fund or its designee will compute the closing net asset value and any dividend, income accrual, and capital gains information for the Portfolios as of the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. Eastern Time, the "Close of Trading") on each day the New York Stock Exchange is open for business (a "Business Day") as described in the applicable Portfolio's Prospectus. The Fund may require or its designee will use its best efforts to communicate to the Company such information by 7:00 p.m. Eastern Time on each Business Day. In the event an adjustment is made to refuse redemption orders for a Portfolio if permitted by the Fund’s Prospectus or if computation of the net asset value of Shares of the Portfolios as reported to the Company, the Fund has suspended redemptions with respect to such Portfolio in accordance with Section 22(e) of or its designee shall notify the 1940 Act, Rule 2a-7 under Company promptly after the 1940 Act or any other applicable rule or regulation. Fund Parties shall have no liability need for any such action. (b) It is understood that for purposes of this Agreement, an exchange involves a redemption order and a purchase order for Shares of a Portfolio.adjustment in the following manner:

Sale of the Fund Shares. 1.1 BRIL (a) Subject to Article 10 hereof, Ivy Funds VIP shall make available to the Company, for purchase on behalf of the Accounts, Shares of the Portfolios in accordance with this Agreement and the provisions of the then-effective prospectus and Statement of Additional Information (“SAI”) of the Portfolios (collectively, the prospectus and SAI, the “Prospectus”). W&R hereby appoints the Company as its an agent of W&R for the limited purpose of receiving and accepting purchase, exchange and redemption requests on behalf of the Accounts (but not with respect to any Shares that may be held in the general account of the Company) for Shares of those Portfolios made available hereunder, based on allocations of amounts to the Accounts or subaccounts thereof under the Contracts and other transactions relating to the Contracts or the Accounts. Receipt of such orders for an Account, and by the Company hereby accepts such appointment. The shall constitute receipt by W&R. Except as particularly stated in this paragraph, Company shall have no authority to act as agent for the Fund, the Underwriter on behalf of W&R or BAL (collectively, “Fund Parties”) for Ivy Funds VIP or to incur any other purpose. The Company may delegate any cost or all of liability on its obligations hereunder to any affiliate of the Company subject to the Company determining that each such affiliate is capable of performing the obligations and the Company taking such measures as may be necessary to ensure that such affiliate performs the obligations in accordance with the terms of this Agreement. To the extent the Company wishes to delegate any or all of its obligations hereunder to any third party that is not an affiliate of the Company, the Company may do so only after receiving the written permission of BRIL. In either case, the Company shall be responsible for any conduct (including inaction) of such delegate in connection with this Agreement to the same extent as if such conduct (including inaction) were that of the Companybehalf. (ab) Subject to the terms of this Article 1, the Fund shall make Shares of the Portfolios available to the Accounts, and the Company shall engage in transactions with respect to such Shares, at net asset value in accordance with the terms of this Agreement, any operational procedures mutually agreed to by the Fund and the Company from time to time, and the then-current prospectuses and statements of additional information of the Portfolios (collectively, the “Prospectus”). Shares of a particular Portfolio of the Fund Ivy Funds VIP shall be ordered in such quantities and at such times as determined by the Company to be necessary to meet the requirements of the Contracts. Notwithstanding the foregoing, the Fund Board of Trustees of Ivy Funds VIP (the “Trustees”) may refuse to sell Shares of any Portfolio to any personperson (including the Company and the Accounts), or suspend or terminate the offering of Shares of any Portfolio Portfolio, (i) if such action is required by law or by regulatory authorities having jurisdiction or isjurisdiction, (ii) if, in the their sole discretion of the Fund when acting in good faithfaith and in light of their fiduciary duties under federal and any applicable state laws, they deem such actions necessary or appropriate in the best interests of the shareholders of such Portfolio (it being understood that for this purpose shareholders means contract owners), or (iii) if such action is required by any policies that the Trustees has adopted and that apply to all Participating Insurance Companies. Further, it is acknowledged and agreed that the availability of Portfolio shares shall be subject to Ivy Funds VIP’s Prospectus and to federal and state laws, rules and regulations. (c) W&R and/or Ivy Funds VIP may, from time to time, add other Portfolios to provide additional funding media for the Contracts, or to delete, combine or modify existing Portfolios, by amending Exhibit B hereto. W&R and/or Ivy Funds VIP reserve the right to amend Exhibit B in their sole and exclusive discretion upon written notice to Company. Upon such amendment to Exhibit B, any applicable reference to a Portfolio, Ivy Funds VIP or its shares herein shall include a reference to any such additional Portfolio. (d) Ivy Funds VIP or its agent will compute the closing net asset value and any dividend, income accrual, and capital gains information for the Portfolios as of the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. Eastern Time, the “Close of Trading”) on each day the New York Stock Exchange is open for business (a “Business Day”) as described in the applicable Portfolio’s Prospectus. The Fund may require W&R or its designee, as agent for Ivy Funds VIP, will use its best efforts to communicate to the Company such information by 7:00 p.m. Eastern Time on each Business Day. Company will use this data to refuse redemption orders calculate unit values for a Portfolio if permitted by its Accounts. Unit values shall be used to calculate that same Business Day’s Account transactions. In the Fund’s Prospectus or if event an adjustment is made to the Fund has suspended redemptions with respect to such Portfolio in accordance with Section 22(e) computation of the 1940 Actnet asset value of Shares of the Portfolios as reported to the Company, Rule 2a-7 under W&R or its designee shall notify the 1940 Act or any other applicable rule or regulation. Fund Parties shall have no liability Company promptly after the need for any such action. (b) It is understood that for purposes of this Agreement, an exchange involves a redemption order and a purchase order for Shares of a Portfolio.adjustment in the following manner:

Sale of the Fund Shares. 1.1 BRIL (a) Subject to Article 7 hereof, the Fund shall make available to the Company, for purchase on behalf of the Accounts, Shares of the Portfolios in accordance with this Agreement and the provisions of the then-effective prospectus and Statement of Additional Information (“SAI”) of the Fund (collectively, “Prospectus”). The Fund hereby appoints the Company as its an agent of the Fund for the limited purpose of receiving and accepting orders for an Accountpurchase, exchange and redemption requests on behalf of the Company hereby accepts such appointment. The Company shall have no authority to act as agent for the Fund, the Underwriter or BAL Accounts (collectively, “Fund Parties”) for any other purpose. The Company may delegate any or all of its obligations hereunder but not with respect to any affiliate of the Company subject to the Company determining Shares that each such affiliate is capable of performing the obligations and the Company taking such measures as may be necessary to ensure that such affiliate performs held in the obligations in accordance with the terms of this Agreement. To the extent the Company wishes to delegate any or all of its obligations hereunder to any third party that is not an affiliate general account of the Company) for Shares of those Portfolios made available hereunder, based on allocations of amounts to the Company may do so only after receiving Accounts or subaccounts thereof under the written permission Contracts and other transactions relating to the Contracts or the Accounts. Receipt of BRIL. In either case, such orders by the Company shall be responsible for any conduct (including inaction) of such delegate in connection with this Agreement to constitute receipt by the same extent as if such conduct (including inaction) were that of the CompanyFund. (ab) Subject to the terms of this Article 1, the Fund shall make Shares of the Portfolios available to the Accounts, and the Company shall engage in transactions with respect to such Shares, at net asset value in accordance with the terms of this Agreement, any operational procedures mutually agreed to by the Fund and the Company from time to time, and the then-current prospectuses and statements of additional information of the Portfolios (collectively, the “Prospectus”). Shares of a particular Portfolio of the Fund shall be ordered in such quantities and at such times as determined by the Company to be necessary to meet the requirements of the Contracts. Notwithstanding the foregoing, the The Fund may refuse to sell Shares of any Portfolio to any personperson (including the Company and the Accounts), or suspend or terminate the offering of Shares of any Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board of Directors/Trustees, deemed necessary, desirable or appropriate. (c) The Fund acting in good faithor its designee will compute the closing net asset value and any dividend, necessary or appropriate income accrual, and capital gains information for the Portfolios as of the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. Eastern Time, the “Close of Trading”) on each day the New York Stock Exchange is open for business (a “Business Day”) as described in the best interests of the shareholders of such applicable Portfolio’s Prospectus. The Fund may require or its designee will use its best efforts to communicate to the Company such information by 7:00 p.m. Eastern Time on each Business Day. In the event an adjustment is made to refuse redemption orders for a Portfolio if permitted by the Fund’s Prospectus or if computation of the net asset value of Shares of the Portfolios as reported to the Company, the Fund has suspended redemptions with respect to such Portfolio in accordance with Section 22(e) of or its designee shall notify the 1940 Act, Rule 2a-7 under Company promptly after the 1940 Act or any other applicable rule or regulation. Fund Parties shall have no liability need for any such action. (b) It is understood that for purposes of this Agreement, an exchange involves a redemption order and a purchase order for Shares of a Portfolio.adjustment in the following manner: