Common use of FUND SHARES Clause in Contracts

FUND SHARES. 3.1 Fund agrees to make the shares of each Portfolio available for purchase by Insurance Company and each Separate Account at net asset value on each Business Day, subject to the terms and conditions of this Agreement and the Portfolio Prospectus. Fund may refuse to sell the shares of any Portfolio to any person, or suspend or terminate the offering of the shares of any Portfolio, as permitted by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Board acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, suspension or termination is necessary and in the best interests of the shareholders of such Portfolio, including Insurance Company and the Separate Accounts. 3.2 Fund agrees that it shall sell shares of the Portfolios only to Participating Companies and their separate accounts, the general accounts of Participating Companies and their affiliates and to qualified pension and retirement plans. No shares of any Portfolio will otherwise be sold to the general public. 3.3 Subject to the provisions of this Agreement, Fund agrees to sell to Insurance Company those shares of the Portfolios that Insurance Company, on behalf of the Separate Accounts, orders, and agrees to redeem for cash, on Insurance Company's request, any full or fractional shares of Portfolio held by Insurance Company on behalf of the Separate Accounts executing such orders and requests in the manner set out in Schedule 2 hereto. 3.4 Except as noted in this Article III, Fund and Insurance Company agree that orders and related payments to purchase and redeem Portfolio shares will be processed in the manner set out in Schedule 2 hereto. (a) Insurance Company represents that it has adopted, and will at all times during the term of this Agreement maintain, procedures ("Late Trading Procedures") reasonably designed to ensure that any and all orders relating to the purchase, sale or exchange of Portfolio shares communicated by Insurance Company to Fund or its agent to be treated in accordance with Schedule 2 as having been received on a Business Day have been received by Insurance Company by the Close of Trading (as defined in Schedule 2) on such Business Day and were not modified after the Close of Trading, and that all orders received from Contractholders but not rescinded by the Close of Trading were communicated to Fund or its agent as received for that Business Day. (b) Each transmission of Share orders by Insurance Company shall constitute a representation by Insurance Company that such orders are accurate and complete and relate to orders received by Contract Distributor by the Close of Trading on the Business Day for which the order is to be priced and that such transmission includes all orders relating to Portfolio shares received from Contractholders but not rescinded by the Close of Trading. (c) Insurance Company will provide Fund with (i) a copy of the Late Trading Procedures and (ii) such certifications and representations regarding the Late Trading Procedures as Fund may reasonably request. Insurance Company will ensure the ability of appropriate regulatory authorities to obtain information and records relating to the Late Trading Procedures and permit Lazard and Fund or their agents upon reasonable request to inspect the records and facilities of Insurance Company regarding compliance with the Late Trading Procedures. 3.5 Fund will confirm each purchase or redemption order made by Insurance Company. Transfer of Portfolio shares will be by book entry only. No share certificates will be issued to Insurance Company. Shares ordered from Fund will be recorded in an appropriate title for Insurance Company, on behalf of each Separate Account or the General Account. 3.6 Fund will notify Insurance Company of the amount of dividend and capital gain, if any, per share of each Portfolio to which each Separate Account is entitled on the ex-dividend date of the Fund, or, if not a Business Day, on the first Business Day thereafter. Insurance Company hereby elects to reinvest all dividends and capital gains of any Portfolio in additional shares of that Portfolio at the applicable net asset value per share, until Insurance Company otherwise notifies Fund in writing. Fund will, on the day after the payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of shares so issued. Insurance Company reserves the right, on its behalf and on behalf of its Separate Accounts, to revoke this election and to receive all dividends and capital gain distributions in cash.

FUND SHARES. 3.1 Fund agrees to make the shares Shares of each Portfolio available for purchase by Insurance Company and each Separate Account at net asset value on each Business Dayvalue, subject to the terms and conditions of this Agreement and the Portfolio Prospectus. Fund may refuse to sell the shares Shares of any Portfolio to any person, or suspend or terminate the offering of the shares Shares of any Portfolio, as permitted by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Board acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, suspension or termination is necessary and in the best interests of the shareholders of such Portfolio, including Insurance Company and the Separate Accounts. 3.2 Fund agrees that it shall sell shares Shares of the Portfolios only to Participating Companies and their separate accounts, the general accounts of Participating Companies and their affiliates and to qualified pension and retirement plans. No shares Shares of any Portfolio will otherwise be sold to the general public. 3.3 Subject to the provisions of this Agreement, Fund agrees to sell to Insurance Company those shares of the Portfolios that Insurance Company, on behalf of the Separate Accounts, orders, and agrees to redeem for cash, on Insurance Company's request, any full or fractional shares of Portfolio held by Insurance Company on behalf of the Separate Accounts executing such orders and requests in the manner set out in Schedule 2 hereto. 3.4 Except as noted in this Article III, Fund and Insurance Company agree that orders and related payments to purchase and redeem Portfolio shares will Shares shall be processed in the manner set out in Schedule 2 hereto. (a) Insurance Company represents and Contract Distributor represent that it has they have adopted, and will at all times during the term of this Agreement maintain, reasonable and appropriate procedures ("“Late Trading Procedures"”) reasonably designed to ensure that any and all orders relating to the purchase, sale or exchange of Portfolio shares Shares communicated by Insurance Company Contract Distributor to Fund or its agent to be treated in accordance with Schedule 2 as having been received on a Business Day have been received by Insurance Company Contract Distributor by the Close of Trading (as defined in Schedule 2) on such Business Day and were not modified after the Close of Trading, and that all orders received from Contractholders but not rescinded by the Close of Trading were communicated to Fund or its agent as received for that Business Day. (b) Each transmission of Share orders by Insurance Company Contract Distributor shall constitute a representation by Insurance Company Contract Distributor that such orders are accurate and complete and relate to orders received by Contract Distributor by the Close of Trading on the Business Day for which the order is to be priced and that such transmission includes all orders relating to Portfolio shares Shares received from Contractholders but not rescinded by the Close of Trading. (c) Insurance Company and Contract Distributor will provide Fund with (iA) a copy of the Late Trading Procedures and (iiB) such certifications and representations regarding the Late Trading Procedures as Fund may reasonably request. Insurance Company and Contract Distributor will ensure the ability of appropriate regulatory authorities to obtain information and records relating to the Late Trading Procedures and permit the ability of Lazard and Fund or their agents upon reasonable request to inspect the records and facilities of Insurance Company and Contract Distributor regarding compliance with the Late Trading Procedures. Insurance Company or Contract Distributor will promptly notify Fund in writing of any material change in the Late Trading Procedures. 3.5 3.4 Fund will shall confirm each purchase or redemption order made by Insurance Company. Transfer of Portfolio shares will Shares shall be by book entry only. No share certificates will shall be issued to Insurance Company. Shares ordered from Fund will shall be recorded in an appropriate title for Insurance Company, on behalf of each Separate Account or the General Account. 3.6 3.5 Fund will shall promptly notify Insurance Company of the amount of dividend and capital gain, if any, per share of each Portfolio to which each Separate Account is entitled on the ex-dividend date of the Fund, or, if not a Business Day, on the first Business Day thereafterentitled. Insurance Company hereby elects to reinvest all dividends and capital gains of any Portfolio in additional shares Shares of that Portfolio at the applicable net asset value per share, until Insurance Company otherwise notifies Fund in writing. Fund will, on the day after the payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of shares so issued. Insurance Company reserves the right, on its behalf and on behalf of its Separate Accounts, to revoke this election and to receive all dividends and capital gain distributions in cash.

FUND SHARES. 3.1 Fund agrees to make the shares of each Portfolio available for purchase by Insurance Company and each Separate Account at net asset value on each Business Dayvalue, subject to the terms and conditions of this Agreement and the Portfolio Prospectus. Fund may refuse to sell the shares of any Portfolio to any person, or suspend or terminate the offering of the shares of any Portfolio, as permitted by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Board acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, suspension or termination is necessary and in the best interests of the shareholders of such Portfolio, including Insurance Company and the Separate Accounts. 3.2 Fund agrees that it shall sell shares of the Portfolios only to Participating Companies and their separate accounts, the general accounts of Participating Companies and their affiliates and to qualified pension and retirement plans. No shares of any Portfolio will otherwise be sold to the general public. 3.3 Subject to the provisions of this Agreement, Fund agrees to sell to Insurance Company those shares of the Portfolios that Insurance Company, on behalf of the Separate Accounts, orders, and agrees to redeem for cash, on Insurance Company's request, any full or fractional shares of Portfolio held by Insurance Company on behalf of the Separate Accounts executing such orders and requests in the manner set out in Schedule 2 hereto. 3.4 Except as noted in this Article III, Fund and Insurance Company agree that orders and related payments to purchase and redeem Portfolio shares will shall be processed in the manner set out in Schedule 2 hereto. (a) Insurance Company represents and Contract Distributor represent that it has they have adopted, and will at all times during the term of this Agreement maintain, reasonable and appropriate procedures ("Late Trading Procedures") reasonably designed to ensure that any and all orders relating to the purchase, sale or exchange of Portfolio shares communicated by Insurance Company Contract Distributor to Fund or its agent to be treated in accordance with Schedule 2 as having been received on a Business Day have been received by Insurance Company Contract Distributor by the Close of Trading (as defined in Schedule 2) on such Business Day and were not modified after the Close of Trading, and that all orders received from Contractholders but not rescinded by the Close of Trading were communicated to Fund or its agent as received for that Business Day. (b) Each transmission of Share orders by Insurance Company Contract Distributor shall constitute a representation by Insurance Company Contract Distributor that such orders are accurate and complete and relate to orders received by Contract Distributor by the Close of Trading on the Business Day for which the order is to be priced and that such transmission includes all orders relating to Portfolio shares received from Contractholders but not rescinded by the Close of Trading. (c) Insurance Company and Contract Distributor will provide Fund with (iA) a copy of the Late Trading Procedures and (iiB) such certifications and representations regarding the Late Trading Procedures as Fund may reasonably request. Insurance Company and Contract Distributor will ensure the ability of appropriate regulatory authorities to obtain information and records relating to the Late Trading Procedures and permit the ability of Lazard and Fund or their agents upon reasonable request to inspect the records and facilities of Insurance Company and Contract Distributor regarding compliance with the Late Trading Procedures. Insurance Company or Contract Distributor will notify Fund in writing of any material change in the Late Trading Procedures within __ days of such change. 3.5 3.4 Fund will shall confirm each purchase or redemption order made by Insurance Company. Transfer of Portfolio shares will shall be by book entry only. No share certificates will shall be issued to Insurance Company. Shares ordered from Fund will shall be recorded in an appropriate title for Insurance Company, on behalf of each Separate Account or the General Account. 3.6 3.5 Fund will shall promptly notify Insurance Company of the amount of dividend and capital gain, if any, per share of each Portfolio to which each Separate Account is entitled on the ex-dividend date of the Fund, or, if not a Business Day, on the first Business Day thereafterentitled. Insurance Company hereby elects to reinvest all dividends and capital gains of any Portfolio in additional shares of that Portfolio at the applicable net asset value per share, until Insurance Company otherwise notifies Fund in writing. Fund will, on the day after the payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of shares so issued. Insurance Company reserves the right, on its behalf and on behalf of its Separate Accounts, to revoke this election and to receive all dividends and capital gain distributions in cash.

FUND SHARES. 3.1 Fund agrees to make the shares Shares of each Portfolio available for purchase by Insurance Company and each Separate Account at net asset value on each Business Dayvalue, subject to the terms and conditions of this Agreement and the Portfolio Prospectus. Fund may refuse to sell the shares Shares of any Portfolio to any person, or suspend or terminate the offering of the shares Shares of any Portfolio, as permitted by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Board acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, suspension or termination is necessary and in the best interests of the shareholders of such Portfolio, including Insurance Company and the Separate Accounts. 3.2 Fund agrees that it shall sell shares Shares of the Portfolios only to Participating Companies and their separate accounts, the general accounts of Participating Companies and their affiliates and to qualified pension and retirement plans. No shares Shares of any Portfolio will otherwise be sold to the general public. 3.3 Subject to the provisions of this Agreement, Fund agrees to sell to Insurance Company those shares of the Portfolios that Insurance Company, on behalf of the Separate Accounts, orders, and agrees to redeem for cash, on Insurance Company's request, any full or fractional shares of Portfolio held by Insurance Company on behalf of the Separate Accounts executing such orders and requests in the manner set out in Schedule 2 hereto. 3.4 Except as noted in this Article III, Fund and Insurance Company agree that orders and related payments to purchase and redeem Portfolio shares will Shares shall be processed in the manner set out in Schedule 2 hereto. (a) Insurance Company represents that it has adopted, and will at all times during the term of this Agreement maintain, reasonable and appropriate procedures ("“Late Trading Procedures"”) reasonably designed to ensure that any and all orders relating to the purchase, sale or exchange of Portfolio shares Shares communicated by Insurance Company to Fund or its agent to be treated in accordance with Schedule 2 as having been received on a Business Day have been received by Insurance Company by the Close of Trading (as defined in Schedule 2) on such Business Day and were not modified after the Close of Trading, and that all orders received from Contractholders but not rescinded by the Close of Trading were communicated to Fund or its agent as received for that Business Day. (b) Each transmission of Share orders by Insurance Company shall constitute a representation by Insurance Company that such orders are accurate and complete and relate to orders received by Contract Distributor Insurance Company by the Close of Trading on the Business Day for which the order is to be priced and that such transmission includes all orders relating to Portfolio shares Shares received from Contractholders but not rescinded by the Close of Trading. (c) Insurance Company will provide Fund with (iA) a copy of the Late Trading Procedures and (iiB) such certifications and representations regarding the Late Trading Procedures as Fund may reasonably request. Insurance Company will ensure the ability of appropriate regulatory authorities to obtain information and records relating to the Late Trading Procedures and permit the ability of Lazard and Fund or their agents upon reasonable request to inspect the records and facilities of Insurance Company regarding compliance with the Late Trading Procedures. Insurance Company will notify Fund in writing of any material change in the Late Trading Procedures within 30 days of such change. 3.5 3.4 Fund will shall confirm each purchase or redemption order made by Insurance Company. Transfer of Portfolio shares will Shares shall be by book entry only. No share certificates will shall be issued to Insurance Company. Shares ordered from Fund will shall be recorded in an appropriate title for Insurance Company, on behalf of each Separate Account or the General Account. 3.6 3.5 Fund will shall promptly notify Insurance Company of the amount of dividend and capital gain, if any, per share of each Portfolio to which each Separate Account is entitled on the ex-dividend date of the Fund, or, if not a Business Day, on the first Business Day thereafterentitled. Insurance Company hereby elects to reinvest all dividends and capital gains of any Portfolio in additional shares Shares of that Portfolio at the applicable net asset value per share, until Insurance Company otherwise notifies Fund in writing. Fund will, on the day after the payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of shares so issued. Insurance Company reserves the right, on its behalf and on behalf of its Separate Accounts, to revoke this election and to receive all dividends and capital gain distributions in cash.

FUND SHARES. 3.1 Fund agrees to make the shares of each Portfolio available for purchase by Insurance Company and each Separate Account at net asset value on each Business Dayvalue, subject to the terms and conditions of this Agreement and the Portfolio Prospectus. Fund may refuse to sell the shares of any Portfolio to any person, or suspend or terminate the offering of the shares of any Portfolio, as permitted by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Board acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, suspension or termination is necessary and in the best interests of the shareholders of such Portfolio, including Insurance Company and the Separate Accounts. 3.2 Fund agrees that it shall sell shares of the Portfolios only to Participating Companies and their separate accounts, the general accounts of Participating Companies and their affiliates and to qualified pension and retirement plans. No shares of any Portfolio will otherwise be sold to the general public. 3.3 Subject to the provisions of this Agreement, Fund agrees to sell to Insurance Company those shares of the Portfolios that Insurance Company, on behalf of the Separate Accounts, orders, and agrees to redeem for cash, on Insurance Company's request, any full or fractional shares of Portfolio held by Insurance Company on behalf of the Separate Accounts executing such orders and requests in the manner set out in Schedule 2 hereto. 3.4 Except as noted in this Article III, Fund and Insurance Company agree that orders and related payments to purchase and redeem Portfolio shares will shall be processed in the manner set out in Schedule 2 hereto. (a) Insurance Company represents that it has adopted, and will at all times during the term of this Agreement maintainmaintains, reasonable and appropriate procedures ("Late Trading Procedures") reasonably designed to ensure that any and all orders relating to the purchase, sale or exchange of Portfolio shares communicated by Insurance Company to Fund or its agent to be treated in accordance with Schedule 2 as having been received on a Business Day have been received by Insurance Company by the Close of Trading (as defined in Schedule 2) on such Business Day and were not modified after the Close of Trading, and that all orders received from Contractholders but not rescinded by the Close of Trading were communicated to Fund or its agent as received for that Business Day. (b) Each transmission of Share share orders by Insurance Company shall constitute a representation by Insurance Company that such orders are accurate and complete and relate to orders received by Contract Distributor Insurance Company by the Close of Trading on the Business Day for which the order is to be priced and that such transmission includes all orders relating to Portfolio shares received from Contractholders but not rescinded by the Close of Trading. (c) Insurance Company will provide Fund with (iA) a copy of the Late Trading Procedures and (iiB) such certifications and representations regarding the Late Trading Procedures as Fund may reasonably request. Insurance Company will ensure the ability of appropriate regulatory authorities to obtain information and records relating to the Late Trading Procedures and permit Lazard and Fund or their agents upon reasonable request to inspect the records and facilities of Insurance Company regarding compliance with the Late Trading Procedures. Insurance Company will notify Fund in writing of any material change in the Late Trading Procedures within a reasonable time following such change. 3.5 3.4 Fund will shall confirm each purchase or redemption order made by Insurance Company. Transfer of Portfolio shares will shall be by book entry only. No share certificates will shall be issued to Insurance Company. Shares ordered from Fund will shall be recorded in an appropriate title for Insurance Company, on behalf of each Separate Account or the General Account. 3.6 3.5 Fund will shall promptly notify Insurance Company of the amount of dividend and capital gain, if any, per share of each Portfolio to which each Separate Account is entitled on the ex-dividend date of the Fund, or, if not a Business Day, on the first Business Day thereafterentitled. Insurance Company hereby elects to reinvest all dividends and capital gains of any Portfolio in additional shares of that Portfolio at the applicable net asset value per share, until Insurance Company otherwise notifies Fund in writing. Fund will, on the day after the payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of shares so issued. Insurance Company reserves the right, on its behalf and on behalf of its Separate Accounts, to revoke this election and to receive all dividends and capital gain distributions in cash.

FUND SHARES. 3.1 Fund agrees to make the shares of each Portfolio available for purchase by Insurance Company and each Separate Account at net asset value on each Business Day, subject to the terms and conditions of this Agreement and the Portfolio Prospectus. Fund may refuse to sell the shares of any Portfolio to any person, or suspend or terminate the offering of the shares of any Portfolio, as permitted by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Board acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, suspension or termination is necessary and in the best interests of the shareholders of such Portfolio, including Insurance Company and the Separate Accounts. 3.2 Fund agrees that it shall sell shares of the Portfolios only to Participating Companies and their separate accounts, the general accounts of Participating Companies and their affiliates and to qualified pension and retirement plans. No shares of any Portfolio will otherwise be sold to the general public. 3.3 Subject to the provisions of this Agreement, Fund agrees to sell to Insurance Company those shares of the Portfolios that Insurance Company, on behalf of the Separate Accounts, orders, and agrees to redeem for cash, on Insurance Company's ’s request, any full or fractional shares of Portfolio held by Insurance Company on behalf of the Separate Accounts executing such orders and requests in the manner set out in Schedule 2 hereto. 3.4 Except as noted in this Article III, Fund and Insurance Company agree that orders and related payments to purchase and redeem Portfolio shares will be processed in the manner set out in Schedule 2 hereto. (a) Insurance Company represents that it has adopted, and will at all times during the term of this Agreement maintain, procedures ("“Late Trading Procedures"”) reasonably designed to ensure that any and all orders relating to the purchase, sale or exchange of Portfolio shares communicated by Insurance Company to Fund or its agent to be treated in accordance with Schedule 2 as having been received on a Business Day have been received by Insurance Company by the Close of Trading (as defined in Schedule 2) on such Business Day and were not modified after the Close of Trading, and that all orders received from Contractholders but not rescinded by the Close of Trading were communicated to Fund or its agent as received for that Business Day. (b) Each transmission of Share orders by Insurance Company shall constitute a representation by Insurance Company that such orders are accurate and complete and relate to orders received by Contract Distributor by the Close of Trading on the Business Day for which the order is to be priced and that such transmission includes all orders relating to Portfolio shares received from Contractholders but not rescinded by the Close of Trading. (c) Insurance Company will provide Fund with (i) a copy of the Late Trading Procedures and (ii) such certifications and representations regarding the Late Trading Procedures as Fund may reasonably request. Insurance Company will ensure the ability of appropriate regulatory authorities to obtain information and records relating to the Late Trading Procedures and permit Lazard and Fund or their agents upon reasonable request to inspect the records and facilities of Insurance Company regarding compliance with the Late Trading Procedures. 3.5 Fund will confirm each purchase or redemption order made by Insurance Company. Transfer of Portfolio shares will be by book entry only. No share certificates will be issued to Insurance Company. Shares ordered from Fund will be recorded in an appropriate title for Insurance Company, on behalf of each Separate Account or the General Account. 3.6 Fund will notify Insurance Company of the amount of dividend and capital gain, if any, per share of each Portfolio to which each Separate Account is entitled on the ex-dividend date of the Fund, or, if not a Business Day, on the first Business Day thereafter. Insurance Company hereby elects to reinvest all dividends and capital gains of any Portfolio in additional shares of that Portfolio at the applicable net asset value per share, until Insurance Company otherwise notifies Fund in writing. Fund will, on the day after the payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of shares so issued. Insurance Company reserves the right, on its behalf and on behalf of its Separate Accounts, to revoke this election and to receive all dividends and capital gain distributions in cash.

FUND SHARES. 3.1 Fund agrees to make the shares Shares of each Portfolio available for purchase by Insurance Company and each Separate Account at net asset value on each Business Dayvalue, subject to the terms and conditions of this Agreement and the Portfolio Prospectus. Fund may refuse to sell the shares Shares of any Portfolio to any person, or suspend or terminate the offering of the shares Shares of any Portfolio, as permitted by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Board acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, suspension or termination is necessary and in the best interests of the shareholders of such Portfolio, including Insurance Company and the Separate Accounts. 3.2 Fund agrees that it shall sell shares Shares of the Portfolios only to Participating Companies and their separate accounts, the general accounts of Participating Companies and their affiliates and to qualified pension and retirement plans. No shares Shares of any Portfolio will otherwise be sold to the general public. 3.3 Subject to the provisions of this Agreement, Fund agrees to sell to Insurance Company those shares of the Portfolios that Insurance Company, on behalf of the Separate Accounts, orders, and agrees to redeem for cash, on Insurance Company's request, any full or fractional shares of Portfolio held by Insurance Company on behalf of the Separate Accounts executing such orders and requests in the manner set out in Schedule 2 hereto. 3.4 Except as noted in this Article III, Fund and Insurance Company agree that orders and related payments to purchase and redeem Portfolio shares will Shares shall be processed in the manner set out in Schedule 2 hereto. (a) Insurance Company represents that it has adopted, and will at all times during the term of this Agreement maintain, reasonable and appropriate procedures ("“Late Trading Procedures"”) reasonably designed to ensure that any and all orders relating to the purchase, sale or exchange of Portfolio shares Shares communicated by Insurance Company to Fund or its agent to be treated in accordance with Schedule 2 as having been received on a Business Day have been received by Insurance Company by the Close of Trading (as defined in Schedule 2) on such Business Day and were not modified after the Close of Trading, and that all orders received from Contractholders but not rescinded by the Close of Trading were communicated to Fund or its agent as received for that Business Day. (b) Each transmission of Share orders by Insurance Company shall constitute a representation by Insurance Company that such orders are accurate and complete and relate to orders received by Contract Distributor Insurance Company by the Close of Trading on the Business Day for which the order is to be priced and that such transmission includes all orders relating to Portfolio shares Shares received from Contractholders but not rescinded by the Close of Trading. (c) Insurance Company will provide Fund with (iA) a copy of the Late Trading Procedures and (iiB) such certifications and representations regarding the Late Trading Procedures as Fund may reasonably request. Insurance Company will ensure ensure, to the extent allowed by applicable law, the ability of appropriate regulatory authorities to obtain information and records relating to the Late Trading Procedures and permit the ability of Lazard and Fund or their agents upon reasonable request to reasonably inspect the records and facilities of Insurance Company regarding compliance with the Late Trading Procedures. Insurance Company will promptly notify Fund in writing of any material change in the Late Trading Procedures. 3.5 3.4 Fund will shall confirm each purchase or redemption order made by Insurance Company. Transfer of Portfolio shares will Shares shall be by book entry only. No share certificates will shall be issued to Insurance Company. Shares ordered from Fund will shall be recorded in an appropriate title for Insurance Company, on behalf of each Separate Account or the General Account. 3.6 3.5 Fund will shall promptly notify Insurance Company of the amount of dividend and capital gain, if any, per share of each Portfolio to which each Separate Account is entitled on the ex-dividend date of the Fund, or, if not a Business Day, on the first Business Day thereafterentitled. Insurance Company hereby elects to reinvest all dividends and capital gains of any Portfolio in additional shares Shares of that Portfolio at the applicable net asset value per share, until Insurance Company otherwise notifies Fund in writing. Fund will, on the day after the payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of shares so issued. Insurance Company reserves the right, on its behalf and on behalf of its Separate Accounts, to revoke this election and to receive all dividends and capital gain distributions in cash.

FUND SHARES. 3.1 Fund agrees to make the shares Shares of each Portfolio available for purchase by Insurance Company and each Separate Account at net asset value on each Business Dayvalue, subject to the terms and conditions of this Agreement and the Portfolio Prospectus. Fund may refuse to sell the shares Shares of any Portfolio to any person, or suspend or terminate the offering of the shares Shares of any Portfolio, as permitted by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Board acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, suspension or termination is necessary and in the best interests of the shareholders of such Portfolio, including . Fund will make commercially reasonable efforts to notify Insurance Company and prior to the Separate Accountssuspension or termination of the offering of any Portfolio Shares unless such notification would conflict with any federal or state securities law or regulation. 3.2 Fund agrees that it shall sell shares Shares of the Portfolios only to Participating Companies and their separate accounts, the general accounts of Participating Companies and their affiliates and to qualified pension and retirement plans. No shares of any Portfolio will otherwise be sold to the general public. 3.3 Subject to the provisions of this Agreement, Fund agrees to sell to Insurance Company those shares of the Portfolios that Insurance Company, on behalf of the Separate Accounts, orders, and agrees to redeem for cash, on Insurance Company's request, any full or fractional shares of Portfolio held by Insurance Company on behalf of the Separate Accounts executing such orders and requests in the manner set out in Schedule 2 hereto. 3.4 Except as noted in this Article III, Fund and Insurance Company agree that orders and related payments to purchase and redeem Portfolio shares will Shares shall be processed in the manner set out in Schedule 2 hereto. (a) Insurance Company represents and Contract Distributor represent that it has they have adopted, and will at all times during the term of this Agreement maintain, reasonable and appropriate procedures ("“Late Trading Procedures"”) reasonably designed to ensure that any and all orders relating to the purchase, sale or exchange of Portfolio shares Shares communicated by Insurance Company Contract Distributor to Fund or its agent to be treated in accordance with Schedule 2 as having been received on a Business Day have been received by Insurance Company Contract Distributor by the Close of Trading (as defined in Schedule 2) on such Business Day and were not modified after the Close of Trading, and that all orders received from Contractholders but not rescinded by the Close of Trading were communicated to Fund or its agent as received for that Business Day. (b) Each transmission of Share orders by Insurance Company or Contract Distributor shall constitute a representation by Insurance Company or Contract Distributor that such orders are accurate and complete and relate to orders received by Insurance Company or Contract Distributor by the Close of Trading on the Business Day for which the order is to be priced and that such transmission includes all orders relating to Portfolio shares Shares received from Contractholders but not rescinded by the Close of Trading. (c) Insurance Company and Contract Distributor will provide Fund with (iA) a copy of the Late Trading Procedures and (iiB) such certifications and representations regarding the Late Trading Procedures as Fund may reasonably request. Insurance Company and Contract Distributor will ensure the ability of appropriate regulatory authorities to obtain information and records relating to the Late Trading Procedures and permit the ability of Lazard and Fund or their agents upon reasonable request to inspect the records and facilities of Insurance Company and Contract Distributor regarding compliance with the Late Trading Procedures. Insurance Company or Contract Distributor will promptly notify Fund in writing of any material change in the Late Trading Procedures. 3.5 3.4 Fund will shall confirm each purchase or redemption order made by Insurance Company. Transfer of Portfolio shares will Shares shall be by book entry only. No share certificates will shall be issued to Insurance Company. Shares ordered from Fund will shall be recorded in an appropriate title for Insurance Company, on behalf of each Separate Account or the General Account. 3.6 3.5 Fund will shall promptly notify Insurance Company of the amount of dividend and capital gain, if any, per share of each Portfolio to which each Separate Account is entitled on the ex-dividend date of the Fund, or, if not a Business Day, on the first Business Day thereafterentitled. Insurance Company hereby elects to reinvest all dividends and capital gains of any Portfolio in additional shares Shares of that Portfolio at the applicable net asset value per share, until Insurance Company otherwise notifies Fund in writing. Fund will, on the day after the payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of shares so issued. Insurance Company reserves the right, on its behalf and on behalf of its Separate Accounts, to revoke this election and to receive all dividends and capital gain distributions in cash.

FUND SHARES. 3.1 Fund agrees to make the shares Shares of each Portfolio available for purchase by Insurance Company and each Separate Account at net asset value on each Business Dayvalue, subject to the terms and conditions of this Agreement and the Portfolio Prospectus. Fund may refuse to sell the shares Shares of any Portfolio to any person, or suspend or terminate the offering of the shares Shares of any Portfolio, as permitted by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Board acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, suspension or termination is necessary and in the best interests of the shareholders of such Portfolio, including Insurance Company and the Separate Accounts. 3.2 Fund agrees that it shall sell shares Shares of the Portfolios only to Participating Companies and their separate accounts, the general accounts of Participating Companies and their affiliates and to qualified pension and retirement plans. No shares Shares of any Portfolio will otherwise be sold to the general public. 3.3 Subject to the provisions of this Agreement, Fund agrees to sell to Insurance Company those shares of the Portfolios that Insurance Company, on behalf of the Separate Accounts, orders, and agrees to redeem for cash, on Insurance Company's request, any full or fractional shares of Portfolio held by Insurance Company on behalf of the Separate Accounts executing such orders and requests in the manner set out in Schedule 2 hereto. 3.4 Except as noted in this Article III, Fund and Insurance Company agree that orders and related payments to purchase and redeem Portfolio shares will Shares shall be processed in the manner set out in Schedule 2 hereto. (a) Insurance Company represents and Contract Distributor represent that it has they have adopted, and will at all times during the term of this Agreement maintain, reasonable and appropriate procedures ("Late Trading Procedures") reasonably designed to ensure that any and all orders relating to the purchase, sale or exchange of Portfolio shares Shares communicated by Insurance Company to Fund or its agent to be treated in accordance with Schedule 2 as having been received on a Business Day have been were received by Insurance Company by the Close of Trading (as defined in Schedule 2) on such Business Day and were not modified after the Close of Trading, and that all orders received from Contractholders but not specifically rescinded by the Close of Trading were communicated to Fund Lazard or its Fund’s transfer agent as received for that Business Day. (b) Each transmission of Share orders by Insurance Company shall constitute a representation by Insurance Company that such orders are accurate and complete and relate to orders are as received by Contract Distributor Insurance Company by the Close of Trading on the Business Day for which the order is to be priced and that such transmission includes all orders relating to Portfolio shares Shares received from Contractholders but not specifically rescinded by the Close of Trading. (c) Insurance Company will provide Fund with (i) date and time stamp orders for the purchase, sale or exchange of Shares received by Insurance Company, or will otherwise maintain records sufficient to document the date and time of its receipt of orders. 3.4 Insurance Company agrees not to seek a copy net asset value per Share of a Portfolio as of a time other than the Late Trading Procedures and (ii) such certifications and representations next calculated net asset value per Share following Insurance Company’s receipt of Contractholder instructions regarding the Late Trading Procedures as Fund may reasonably requestpurchase or sale of Shares (“As of Trade”) or to cancel or change a previously placed order without the prior approval of Lazard or Fund. Insurance Company will ensure the ability of appropriate regulatory authorities to obtain information and records relating to the Late Trading Procedures and permit acknowledges that Lazard and Fund shall have complete and sole discretion as to whether or their agents upon reasonable request not to inspect the records and facilities accept an As of Trade or to make a cancellation or change. If an As of Trade is authorized by Lazard or Fund to be processed as of a particular Business Day, Insurance Company hereby warrants that such trade relates only to Contractholder instructions regarding compliance with the Late purchase or sale of Shares received by Insurance Company by the Close of Trading Procedureson that Business Day. If Contractholder seeks to cancel or change a previously placed order, Insurance Company represents that such cancellation or change is solely to correct an erroneously placed order. 3.5 Fund will shall confirm each purchase or redemption order made by Insurance Company. Transfer of Portfolio shares will Shares shall be by book entry only. No share certificates will shall be issued to Insurance Company. Shares ordered from Fund will shall be recorded in an appropriate title for Insurance Company, on behalf of each Separate Account or the General Account. 3.6 Fund will shall promptly notify Insurance Company of the amount of dividend and capital gain, if any, per share of each Portfolio to which each Separate Account is entitled on the ex-dividend date of the Fund, or, if not a Business Day, on the first Business Day thereafterentitled. Insurance Company hereby elects to reinvest all dividends and capital gains of any Portfolio in additional shares Shares of that Portfolio at the applicable net asset value per share, until Insurance Company otherwise notifies Fund in writing. Fund will, on the day after the payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of shares so issued. Insurance Company reserves the right, on its behalf and on behalf of its Separate Accounts, to revoke this election and to receive all dividends and capital gain distributions in cash.

FUND SHARES. 3.1 Fund agrees to make the shares of each Portfolio available for purchase by Insurance Company and each Separate Account at net asset value on each Business Daynetasset value, subject to the terms and conditions of this Agreement and the Portfolio Prospectus. Fund may refuse to sell the shares theshares of any Portfolio to any person, or suspend or terminate the offering of the shares of any Portfolio, as permitted by law or by orby regulatory authorities having jurisdiction or if, in the sole discretion of the Board acting in good faith and in light of its fiduciary itsfiduciary duties under federal and any applicable state laws, suspension or termination is necessary and in the best interests of the ofthe shareholders of such Portfolio, including Insurance Company and the Separate Accounts. 3.2 Fund agrees that it shall sell shares of the Portfolios only to Participating Companies and their separate accounts, the general accounts generalaccounts of Participating Companies and their affiliates and to qualified pension and retirement plans. No shares of any Portfolio will Portfoliowill otherwise be sold to the general public. 3.3 Subject to the provisions of this Agreement, Fund agrees to sell to Insurance Company those shares of the Portfolios that Insurance Company, on behalf of the Separate Accounts, orders, and agrees to redeem for cash, on Insurance Company's request, any full or fractional shares of Portfolio held by Insurance Company on behalf of the Separate Accounts executing such orders and requests in the manner set out in Schedule 2 hereto. 3.4 Except as noted in this Article III, Fund and Insurance Company agree that orders and related payments to purchase and redeem Portfolio redeemPortfolio shares will shall be processed in the manner set out in Schedule 2 hereto. (a) Insurance Company represents and Contract Distributor represent that it has they have adopted, and will at all times during the term of this Agreement maintain, reasonable and appropriate procedures ("Late Trading Procedures") reasonably designed to ensure that any and all orders relating to the purchase, sale or exchange of Portfolio shares communicated by Insurance Company Contract Distributor to Fund or its agent to be treated in accordance with Schedule 2 as having been received on a Business Day have been received by Insurance Company Contract Distributor by the Close of Trading (as defined in Schedule 2) on such Business Day and were not modified after the Close of Trading, and that all orders received from Contractholders but not rescinded by the Close of Trading were communicated to Fund or its agent as received for that Business Day. (b) Each transmission of Share orders by Insurance Company Contract Distributor shall constitute a representation by Insurance Company Contract Distributor that such orders are accurate and complete and relate to orders received by Contract Distributor by the Close of Trading on the Business Day for which the order is to be priced and that such transmission includes all orders relating to Portfolio shares received from Contractholders but not rescinded by the Close of Trading. (c) Insurance Company and Contract Distributor will provide Fund with (iA) a copy of the Late Trading Procedures and (iiB) such certifications and representations regarding the Late Trading Procedures as Fund may reasonably request. Insurance Company and Contract Distributor will ensure the ability of appropriate regulatory authorities to obtain information and records relating to the Late Trading Procedures and permit the ability of Lazard and Fund or their agents upon reasonable request agents, at their expense, to inspect the records and facilities during normal business hours of Insurance Company and Contract Distributor regarding compliance with the Late Trading Procedures. Insurance Company or Contract Distributor will notify Fund in writing of any material change in the Late Trading Procedures within 30 days of such change. 3.5 3.4 Fund will shall confirm each purchase or redemption order made by Insurance Company. Transfer of Portfolio shares will shall be by book bybook entry only. No share certificates will shall be issued to Insurance Company. Shares ordered from Fund will shall be recorded in an appropriate anappropriate title for Insurance Company, on behalf of each Separate Account or the General Account. 3.6 3.5 Fund will shall promptly notify Insurance Company of the amount of dividend and capital gain, if any, per share of each Portfolio to which towhich each Separate Account is entitled on the ex-dividend date of the Fund, or, if not a Business Day, on the first Business Day thereafterentitled. Insurance Company hereby elects to reinvest all dividends and capital gains of any Portfolio anyPortfolio in additional shares of that Portfolio at the applicable net asset value per share, until Insurance Company otherwise notifies otherwisenotifies Fund in writing. Fund will, on the day after the payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of shares so issued. Insurance Company reserves the right, on its behalf and on behalf of its Separate Accounts, to revoke this election and to receive all dividends and capital gain distributions in cash.

FUND SHARES. 3.1 Fund agrees to make the shares of each Portfolio available for purchase by Insurance Company and each Separate Account at net asset value on each Business Dayvalue, subject to the terms and conditions of this Agreement and the Portfolio Prospectus. Fund may refuse to sell the shares of any Portfolio to any person, or suspend or terminate the offering of the shares of any Portfolio, as permitted by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Board acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, suspension or termination is necessary and in the best interests of the shareholders of such Portfolio, including Insurance Company and the Separate Accounts. 3.2 Fund agrees that it shall sell shares of the Portfolios only to Participating Companies and their separate accounts, the general accounts of Participating Companies and their affiliates and to qualified pension and retirement plans. No shares of any Portfolio will otherwise be sold to the general public. 3.3 Subject to the provisions of this Agreement, Fund agrees to sell to Insurance Company those shares of the Portfolios that Insurance Company, on behalf of the Separate Accounts, orders, and agrees to redeem for cash, on Insurance Company's request, any full or fractional shares of Portfolio held by Insurance Company on behalf of the Separate Accounts executing such orders and requests in the manner set out in Schedule 2 hereto. 3.4 Except as noted in this Article III, Fund and Insurance Company agree that orders and related payments to purchase and redeem Portfolio shares will shall be processed in the manner set out in Schedule 2 hereto. (a) Insurance Company represents that it has adopted, and will at all times during the term of this Agreement maintainmaintains, reasonable and appropriate procedures ("“Late Trading Procedures"”) reasonably designed to ensure that any and all orders relating to the purchase, sale or exchange of Portfolio shares communicated by Insurance Company to Fund or its agent to be treated in accordance with Schedule 2 as having been received on a Business Day have been received by Insurance Company by the Close of Trading (as defined in Schedule 2) on such Business Day and were not modified after the Close of Trading, and that all orders received from Contractholders but not rescinded by the Close of Trading were communicated to Fund or its agent as received for that Business Day. (b) Each transmission of Share share orders by Insurance Company shall constitute a representation by Insurance Company that such orders are accurate and complete and relate to orders received by Contract Distributor Insurance Company by the Close of Trading on the Business Day for which the order is to be priced and that such transmission includes all orders relating to Portfolio shares received from Contractholders but not rescinded by the Close of Trading. (c) Insurance Company will provide Fund with (iA) a copy of the Late Trading Procedures and (iiB) such certifications and representations regarding the Late Trading Procedures as Fund may reasonably request. Insurance Company will ensure the ability of appropriate regulatory authorities to obtain information and records relating to the Late Trading Procedures and permit Lazard and Fund or their agents upon reasonable request to inspect the records and facilities of Insurance Company regarding compliance with the Late Trading Procedures. Insurance Company will notify Fund in writing of any material change in the Late Trading Procedures within a reasonable time following such change. 3.5 3.4 Fund will shall confirm each purchase or redemption order made by Insurance Company. Transfer of Portfolio shares will shall be by book entry only. No share certificates will shall be issued to Insurance Company. Shares ordered from Fund will shall be recorded in an appropriate title for Insurance Company, on behalf of each Separate Account or the General Account. 3.6 3.5 Fund will shall promptly notify Insurance Company of the amount of dividend and capital gain, if any, per share of each Portfolio to which each Separate Account is entitled on the ex-dividend date of the Fund, or, if not a Business Day, on the first Business Day thereafterentitled. Insurance Company hereby elects to reinvest all dividends and capital gains of any Portfolio in additional shares of that Portfolio at the applicable net asset value per share, until Insurance Company otherwise notifies Fund in writing. Fund will, on the day after the payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of shares so issued. Insurance Company reserves the right, on its behalf and on behalf of its Separate Accounts, to revoke this election and to receive all dividends and capital gain distributions in cash.

FUND SHARES. 3.1 Fund agrees to make the shares of each Portfolio available for purchase by Insurance Company and each Separate Account at net asset value on each Business Dayvalue, subject to the terms and conditions of this Agreement and the Portfolio Prospectus. Fund may refuse to sell the shares of any Portfolio to any person, or suspend or terminate the offering of the shares of any Portfolio, as permitted by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Board acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, suspension or termination is necessary and in the best interests of the shareholders of such Portfolio, including Insurance Company and the Separate Accounts. 3.2 Fund agrees that it shall sell shares of the Portfolios only to Participating Companies and their separate accounts, the general accounts of Participating Companies and their affiliates and to qualified pension and retirement plans. No shares of any Portfolio will otherwise be sold to the general public. 3.3 Subject to the provisions of this Agreement, Fund agrees to sell to Insurance Company those shares of the Portfolios that Insurance Company, on behalf of the Separate Accounts, orders, and agrees to redeem for cash, on Insurance Company's request, any full or fractional shares of Portfolio held by Insurance Company on behalf of the Separate Accounts executing such orders and requests in the manner set out in Schedule 2 hereto. 3.4 Except as noted in this Article III, Fund and Insurance Company agree that orders and related payments to purchase and redeem Portfolio shares will shall be processed in the manner set out in Schedule 2 hereto. (a) Insurance Company represents and Contract Distributor represent that it has they have adopted, and will at all times during the term of this Agreement maintain, reasonable and appropriate procedures ("Late Trading Procedures") reasonably designed to ensure that any and all orders relating to the purchase, sale or exchange of Portfolio shares communicated by Insurance Company Contract Distributor to Fund or its agent to be treated in accordance with Schedule 2 as having been received on a Business Day have been received by Insurance Company Contract Distributor by the Close of Trading (as defined in Schedule 2) on such Business Day and were not modified after the Close of Trading, and that all orders received from Contractholders but not rescinded by the Close of Trading were communicated to Fund or its agent as received for that Business Day. (b) Each transmission of Share orders by Insurance Company Contract Distributor shall constitute a representation by Insurance Company Contract Distributor that such orders are accurate and complete and relate to orders received by Contract Distributor by the Close of Trading on the Business Day for which the order is to be priced and that such transmission includes all orders relating to Portfolio shares received from Contractholders but not rescinded by the Close of Trading. (c) Insurance Company and Contract Distributor will provide Fund with (iA) a copy of the Late Trading Procedures and (iiB) such certifications and representations regarding the Late Trading Procedures as Fund may reasonably request. Insurance Company and Contract Distributor will ensure the ability of appropriate regulatory authorities to obtain information and records relating to the Late Trading Procedures and permit the ability of Lazard and Fund or their agents upon reasonable request agents, at their expense, to inspect the records and facilities during normal business hours of Insurance Company and Contract Distributor regarding compliance with the Late Trading Procedures. Insurance Company or Contract Distributor will notify Fund in writing of any material change in the Late Trading Procedures within 30 days of such change. 3.5 3.4 Fund will shall confirm each purchase or redemption order made by Insurance Company. Transfer of Portfolio shares will shall be by book entry only. No share certificates will shall be issued to Insurance Company. Shares ordered from Fund will shall be recorded in an appropriate title for Insurance Company, on behalf of each Separate Account or the General Account. 3.6 3.5 Fund will shall promptly notify Insurance Company of the amount of dividend and capital gain, if any, per share of each Portfolio to which each Separate Account is entitled on the ex-dividend date of the Fund, or, if not a Business Day, on the first Business Day thereafterentitled. Insurance Company hereby elects to reinvest all dividends and capital gains of any Portfolio in additional shares of that Portfolio at the applicable net asset value per share, until Insurance Company otherwise notifies Fund in writing. Fund will, on the day after the payable date or, if not a Business Day, on the first Business Day thereafter, notify Insurance Company of the number of shares so issued. Insurance Company reserves the right, on its behalf and on behalf of its Separate Accounts, to revoke this election and to receive all dividends and capital gain distributions in cash.