SUBSTITUTION OF FUND SHARES. The Company may not change the fund shares of a series unless approved as provided by the Act. The separate account may buy other securities for other series or contracts or, if requested by a participant, convert units from one series or contract to another.

SUBSTITUTION OF FUND SHARES. If Fund shares are not available, or if, in the judgment of VALIC, such shares are no longer appropriate in view of the purposes of the Separate Account, shares of another open-end investment company or a portfolio of same may be substituted for Fund shares held in the Separate Account or to be purchased by future Purchase Payments or transfers under this Contract. In the event any substitution occurs, VALIC will notify the Contract Owner within five days and will issue an endorsement to the Contract reflecting such changes.

SUBSTITUTION OF FUND SHARES. If the shares of any Underlying Mutual Fund should no longer be available for investment by the Variable Account or, if in the judgment of the Company's management, further investment in such Underlying Mutual Fund shares should become inappropriate in view of the purposes of the Contract, the Company may substitute shares of another Underlying Mutual Fund for Underlying Mutual Fund shares already purchased or to be purchased in the future by Purchase Payments under the Contract. No substitution of securities in any Sub-Accounts may take place without prior approval of the Securities and Exchange Commission, and under such requirements as it may impose. ARTICLE VII: PURCHASE RATES, ANNUAL RATES APPLICABILITY AND BASIS OF TABLES The tables in this Article will be used to determine the monthly Retirement Income Payments for the first and subsequent years for Options B1 and B2. Under Option B1, the amount of monthly payment for each payment year will depend on the Retired Participant adjusted age at the time the first payment is due (for each payment year for variable payments). Under Option B2, the amount of monthly payment for each payment year will depend on the adjusted age of each Retired Participant at the time the first monthly payment is due (for each payment year for variable payments). The Retirement Income Tables show for various adjusted ages the amount of the first monthly payment per $1,000 in each Sub-Account in a Participant Account. Variable Retirement Income Payments would remain level each year if the investment results of the Variable Account were exactly equal to the investment rate assumed in the tables. Since each year's variable monthly payments are based on the actual value of the Participant Account at the time such payments are determined, those monthly payments will vary from year to year. The table illustrates for retirement ages 62 and 65 the purchase rates and annual premium rates applicable to variable payments at the time payments are determined for a payment year, and the amount transferred to the General Account to provide variable payments for any year will be determined by multiplying the applicable annual premium rate by the value of the Participant Account at that time. The tables in this Article are based on the Progressive Annuity Table assuming births in the year 1925 and an investment rate of 31/2% per year. Any rates or factors for any ages not shown will be furnished by the Company upon request. ADJUSTED AGE The ac...

SUBSTITUTION OF FUND SHARES. If shares of a Fund should not be available for purchase for allocation to a particular Separate Account Division, or if, in the judgment of VALIC, further investment in such shares is no longer appropriate in view of the purposes of the Separate Account, shares of another registered, open-end investment company may be substituted for Fund shares held in the Separate Account or to be purchased by future Purchase Payments or transfers under this Contract. If deemed by VALIC to be in the best interest of persons having voting rights under Contracts having interest in the Separate Account, the Separate Account may be operated as a management company under the Investment Company Act or it may be deregistered under such Act in the event such registration is no longer required. In the event any substitution or change occurs, VALIC will notify the Contract Owner within five days and will issue an endorsement to the Contract reflecting such changes.

SUBSTITUTION OF FUND SHARES. The separate account may not change the fund shares of a series unless approved by a vote of a majority of the units entitled to vote and as provided by the Act. The separate account may buy other securities for other series or contract, or convert units from one series or contract to another, if requested by a participant. PARTICIPANT'S ACCOUNT PROVISIONS PURCHASE PAYMENTS This is a group flexible payment deferred annuity contract. A certificate will be issued upon approval of each completed enrollment form. Any form required under the plan must be submitted to the company. Purchase payments for any participant must be at least $20 each and $240 annually. TRANSFER PAYMENTS The company will provide evidence of the guaranteed benefits provided by each transfer payment. PARTICIPANT'S ACCOUNT The company will establish a participant's account for each person who becomes a participant. A participant's account consists of accumulation units provided by purchase payments and transfer payments made for the participant. The value of a participant's account is the sum of the values of those accumulation units. CREDITING ACCUMULATION UNITS Each purchase payment or transfer payment will be applied to provide accumulation units in the general account. The number of general account accumulation units is determined by dividing the payment, less any premium taxes deducted, by the general account accumulation unit value on the day the company receives the payment. ACCUMULATION UNITS General account accumulation unit values will be determined using interest rates not less than the minimum rates shown in the participant's certificate The separate account accumulation unit value for each series was first set at $5. This value is determined each business day. It is equal to the value of the prior day multiplied by a net investment factor. The net investment factor is: (a) the net asset value of a fund share at the close of business plus the per share amount of any fund distributions less taxes (per share), divided by (b) the net asset value of a share at the close of the prior business day. less (c) the actuarial risk fee factor of 0.0000244 for each calendar day from the prior business day to the current business day. SPLITTING UNITS The company may split the value of any units in the best interest of the owner, participants, annuitants and the company. If split, strict equity will be preserves. Such split will have no major effect upon the benefits or provisions of this con...

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Sale of Fund Shares 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus.
Redemption of Fund Shares On receipt of instructions to redeem shares in accordance with the terms of the Fund's prospectus, the Transfer Agent will record the redemption of shares of the Fund, prepare and present the necessary report to the Custodian and pay the proceeds of the redemption to the shareholder, an authorized agent or legal representative upon the receipt of the monies from the Custodian.
Purchase and Redemption of Fund Shares 1.1 The Fund and the Underwriter agree to sell to the Company those shares of the Portfolios which the Company orders on behalf of any Separate Account, executing such orders on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its designee of such order. For purposes of this Section, the Company shall be the designee of the Fund for receipt of such orders from each Separate Account. Receipt by such designee shall constitute receipt by the Fund; provided that the Fund or the Underwriter receives notice of such order via the National Securities Clearing Corporation (the "NSCC") by 9:00 a.m. Eastern Time on the next following Business Day. 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/SERV System. Payment shall be in federal funds transmitted by wire from the Fund's designated Settling Bank to the NSCC. "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 Fund to perform such settlement services on behalf of the Fund 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 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:
Issue and Redemption of Fund Shares All expenses incurred in connection with the issue, redemption, and transfer of the Fund’s shares, including the expense of confirming all share transactions;
Format of Fund Documents The Trust and the Distributor shall provide the Fund Documents to the Company, or its designee, in an electronic format that is suitable for website posting, and in a format, or formats, that: (i) Are both human-readable and capable of being printed on paper in human-readable format (in accordance with paragraphs (b)(3) of Rule 30e-3 and paragraph (h)(2)(i) of Rule 498A); (ii) Permit persons accessing the Statutory Prospectus and SAI to move directly back and forth between each section heading in a table of contents of such a document and the section of the document referenced in that section heading (that is, these documents must include linking, in accordance with paragraph (h)(2)(ii) of Rule 498A); and (iii) Permit persons accessing the Fund Documents to permanently retain, free of charge, an electronic version of such materials that meet the requirements of subparagraphs (h)(2)(i) and (ii) of Rule 498A (in accordance with paragraph (h)(3) of Rule 498A).
SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS (A) Requirements Relating to Additional Loans From time to time during the Supplemental Purchase Period, SLM ECFC may, but shall not be obligated to, sell Eligible Loans to Funding, and Funding may (but only to the extent that the Eligible Loans are contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Sale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from SLM ECFC at the related Additional Loans Purchase Price set forth in the related Additional Purchase Agreement. In addition, at any time, SLM ECFC may transfer Substituted Loans to Funding in satisfaction of any Loan repurchase obligations hereunder. The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Purchase Agreement shall be consummated as set forth in this Section 3.2.
Provision of Fund Documents for Paper Delivery The Trust and the Distributor shall: (a) At their expense, as the Company may reasonably request from time to time, provide the Company with sufficient paper copies of the then current Fund Documents, so that the Company may maintain a supply of such current paper documents sufficient in its reasonable judgment to meet anticipated requests from Contract Owners (see paragraphs (e) and (f) of Rule 30e-3 and paragraphs (i)(1) and (j)(3) of Rule 498A). Such Company requests shall be fulfilled reasonably promptly, but in no event more than 3 business days after the request from the Company is received by either the Trust or the Distributor. (b) Alternatively, if requested by the Company in lieu thereof, the Trust or its designee shall provide such electronic or other documentation (including “camera ready” copies of the current Fund Documents as set in type, or at the request of the Company, a diskette in a form suitable to be sent to a financial printer), and such other assistance as is reasonably necessary to have the then current Fund Documents printed for distribution; the reasonable costs of providing the electronic documentation and of such printing to be borne by the Trust. (c) The Trust (and/or the Distributor) shall reimburse the Company for the costs of mailing the Fund Documents to Contract Owners. This reimbursement is in addition to, and not part of or in lieu of, the Website Hosting and Notice Fee specified above.
Construction of the Agreement; Fund Participation Agreements The parties have entered into one or more Fund Participation Agreements between or among them for the purchase and redemption of shares of the Funds by the Accounts in connection with the Contracts. This Agreement supplements those Fund Participation Agreements. To the extent the terms of this Agreement conflict with the terms of a Fund Participation Agreement, the terms of this Agreement shall control.
Substitution of Receipts At the request of a Holder, the Depositary shall, for the purpose of substituting a certificated Receipt with a Receipt issued through any book-entry system, including, without limitation, DRS/Profile, or vice versa, execute and Deliver a certificated Receipt or deliver a statement, as the case may be, for any authorized number of ADSs requested, evidencing the same aggregate number of ADSs as those evidenced by the relevant Receipt.
Deposit of Fundamental Change Purchase Price (a) On or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Company shall deposit with the Trustee (or other Paying Agent appointed by the Company or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust) an amount of money sufficient to purchase on the Fundamental Change Purchase Date all of the Notes to be repurchased on such date at the Fundamental Change Purchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for each Note surrendered for purchase (and not withdrawn) prior to the Fundamental Change Expiration Time shall be made on the later of (x) the Fundamental Change Purchase Date with respect to such Note (provided the Holder has satisfied the conditions to the payment of the Fundamental Change Purchase Price in Section 15.02), and (y) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 15.02 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Security Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee (or other Paying Agent) shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to purchase on the Fundamental Change Purchase Date all the Notes or portions thereof that are to be purchased as of the Business Day following the Fundamental Change Purchase Date, then on and after the Fundamental Change Purchase Date (i) such Notes shall cease to be outstanding and interest, if any, shall cease to accrue on such Notes, whether or not book-entry transfer of the Notes has been made and whether or not the Notes have been delivered to the Trustee or Paying Agent and (ii) all other rights of the Holders of such Notes shall terminate, other than (A) the right to receive the Fundamental Change Purchase Price upon delivery or transfer of the Notes, and (B) if the Fundamental Change Purchase Date falls after a Regular Record Date and on or prior to the related Interest Payment Date the right of the Holder on such Regular Record Date to receive the interest payable on such Interest Payment Date.

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