Common use of Certain Transactions and Restrictions Clause in Contracts

Certain Transactions and Restrictions. (a) The Company agrees that it will execute written instructions from the Sponsor, on behalf of the Fund, to restrict or prohibit further purchases or exchanges of Fund shares by a Variable Insurance Product owner(s) that has been identified by the Sponsor as having engaged in transactions of the Fund’s shares (directly or indirectly through the Accounts) that violate policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund. Unless otherwise directed by the Sponsor, any such restrictions or prohibitions shall only apply to transactions initiated or directed by the Variable Insurance Product owner(s) and shall not apply to transactions resulting from a[n]: (i) automatic contractual or systematic program or enrollment such as transfer of assets within a Variable Insurance Product to a Portfolio as a result of “dollar cost averaging” programs, Company-approved asset allocation programs, or automatic rebalancing programs; (ii) Variable Insurance Product death benefit; (iii) one-time step-up in Variable Insurance Product value pursuant to a Variable Insurance Product death benefit; (iv) allocation of assets to a Portfolio through a Variable Insurance Product as a result of payments such as loan repayments, scheduled contributions, retirement plan salary or employer matching contributions or planned premium payments to the Variable Insurance Product; (v) pre-arranged transfers at the conclusion of a required free-look period; (vi) automatic contractual or systematic program or enrollment such as transfer of assets within a Variable Insurance Product out of a Portfolio as a result of annuity payouts, loans, systematic withdrawal programs, insurance company approved asset allocation programs and automatic rebalancing programs; (vii) deduction of charges or fees under a Variable Insurance Product; or (viii) transaction within a Variable Insurance Product out of a Portfolio as a result of scheduled withdrawals or surrenders from a Variable Insurance Product. Instructions must be received by the Company at the following address, or such other address that the Company may communicate to the Sponsor in writing from time to time, including, if applicable, a facsimile telephone number: (b) Any such instructions from the Sponsor shall include the TIN, ITIN, or GII and the contract number(s) associated with such Variable Insurance Product owner, if known, and the specific restriction(s) to be executed, including how long the restriction(s) is(are) to remain in place. If the TIN, ITIN, GII or the specific contract number associated with such Variable Insurance Product owner is not known, the instructions must include an equivalent identifying number of the Variable Insurance Product owner(s) or account(s) or other agreed upon information to which the instruction relates. Upon request of the Company, the Sponsor agrees that it will provide the Company reasonable assistance in providing the Company and/or affected Variable Insurance Product owner(s) information reasonably requested regarding the restriction or prohibition. (c) The Company agrees to execute instructions as soon as reasonably practicable, but not later than five (5) Business Days after receipt of the instructions by the Company. The parties acknowledge that the Company’s ability to execute the Sponsor’s instructions may be limited by certain contractual obligations contained in the Variable Insurance Products, certain rights contained in the Variable Insurance Product prospectuses, and/or applicable laws and regulations. If pursuant to any such limitation, the Company reasonably believes that it is prevented from complying with a request from the Sponsor to restrict or prohibit trading, the Company will notify the Sponsor within three days of receiving such request and will work cooperatively with the Sponsor to determine whether other actions may be taken by the Company in order to protect Fund shareholders from dilution of the value of outstanding securities issued by the Fund. (d) The Company agrees to provide written confirmation to the Sponsor that instructions have been executed. The Company agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) Business Days after the instructions have been executed.