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, 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. 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 Except as noted in this Article III, Fund and Insurance Company agree that orders and related payments to purchase and redeem Portfolio shares shall be processed in the manner set out in Schedule 2 hereto. 3.4 Fund shall confirm each purchase or redemption order made by Insurance Company. Transfer of Portfolio shares shall be by book entry only. No share certificates shall be issued to Insurance Company. Shares ordered from Fund shall be recorded in an appropriate title for Insurance Company, on behalf of each Separate Account or the General Account. 3.5 Fund shall provide same-day notice (followed by written confirmation) to Insurance Company of the amount of dividend and capital gain, if any, per share of each Portfolio to which each Separate Account is entitled. 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 SHARES. 3.1 3.1. Fund agrees to make the shares of each Portfolio available for purchase by Insurance Company Insurer and each Separate Account at net asset valuevalue and without sales charge, subject to the terms and conditions of this Agreement and the Portfolio ProspectusAgreement. 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 Portfolio if such action is required by law or by regulatory authorities having jurisdiction or ifis, in the sole discretion of the Board 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. 3.2 3.2. Fund agrees that it shall sell shares of the Portfolios only to Participating Companies persons eligible to invest in the Portfolios in accordance with Section 817(h) of the Code and their separate accountsthe regulations thereunder, 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 publicextent such Section and regulations are applicable. 3.3 3.3. Except as noted in this Article III, Fund and Insurance Company Insurer agree that orders and related payments to purchase and redeem Portfolio shares shall be processed in the manner set out in Schedule 2 hereto, as the Parties may amend in writing from time to time by mutual agreement. 3.4 3.4. Fund shall confirm in writing each purchase or redemption order made by Insurance CompanyInsurer. Transfer of Portfolio shares shall be by book entry only. No share certificates shall be issued to Insurance CompanyInsurer. Shares ordered from Fund shall be recorded in an appropriate title for Insurance CompanyInsurer, on behalf of each Separate Account or the General Account. 3.5 3.5. Fund shall provide same-promptly notify Insurer (on the same day notice (by wire or telephone, followed by written confirmation) to Insurance Company of the amount of dividend and capital gain, if any, per share of each Portfolio to which each Separate Account Insurer is entitled. Insurance Company Insurer 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 sharevalue, until Insurance Company Insurer otherwise notifies Fund in writing. Insurer reserves the right to revoke this election and to receive all such income 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, 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. 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 Except as noted in this Article III, Fund and Insurance Company agree that orders and related payments to purchase and redeem Portfolio shares shall be processed in the manner set out in Schedule 2 hereto. 3.4 Fund shall confirm each purchase or redemption order made by Insurance Company. Transfer of Portfolio shares shall be by book entry only. No share certificates shall be issued to Insurance Company. Shares ordered from Fund shall be recorded in an appropriate title for Insurance Company, on behalf of each Separate Account or the General Account. 3.5 Fund shall provide same-day notice (followed by written confirmation) to 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. 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 SHARES. 3.1 3.1. Fund agrees to make the shares of each Portfolio available for purchase by Insurance Company Insurer and each Separate Account at net asset valuevalue and without sales charge, subject to the terms and conditions of this Agreement and the Portfolio ProspectusAgreement. 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 Portfolio if such action is required by law or by regulatory authorities having jurisdiction or ifis, in the sole discretion of the Board 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. 3.2 3.2. Fund agrees that it shall sell shares of the Portfolios only to Participating Companies persons eligible to invest in the Portfolios in accordance with Section 817(h) of the Code and their separate accountsthe regulations thereunder, 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 publicextent such Section and regulations are applicable. 3.3 3.3. Except as noted in this Article III, Fund and Insurance Company Insurer agree that orders and related payments to purchase and redeem Portfolio shares shall be processed in the manner set out in Schedule 2 hereto, as the Parties may amend in writing from time to time by mutual agreement. 3.4 3.4. Fund shall confirm each purchase or redemption order made by Insurance CompanyInsurer. Transfer of Portfolio shares shall be by book entry only. No share certificates shall be issued to Insurance CompanyInsurer. Shares ordered from Fund shall be recorded in an appropriate title for Insurance CompanyInsurer, on behalf of each Separate Account or the General Account. 3.5 3.5. Fund shall provide same-day notice (followed by written confirmation) to Insurance Company promptly notify Insurer of the amount of dividend and capital gain, if any, per share of each Portfolio to which each Separate Account Insurer is entitled. Insurance Company Insurer 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 sharevalue, until Insurance Company Insurer otherwise notifies Fund in writing. Insurer reserves the right to revoke this election and to receive all such income 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 Insurer and each Separate Account at net asset valuevalue and without sales charge, subject to the terms and conditions of this Agreement and the Portfolio ProspectusAgreement. 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 Portfolio if such action is required by law or by regulatory authorities having jurisdiction or ifis, in the sole discretion of the Board 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. 3.2 Fund agrees that it shall sell shares of the Portfolios only to Participating Companies persons eligible to invest in the Portfolios in accordance with Section 817(h) of the Code and their separate accountsthe regulations thereunder, 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 publicextent such Section and regulations are applicable. 3.3 Except as noted in this Article III, Fund and Insurance Company Insurer agree that orders and related payments to purchase and redeem Portfolio shares shall be processed in the manner set out in Schedule 2 hereto, as the Parties may amend in writing from time to time by mutual agreement. 3.4 Fund shall confirm each purchase or redemption order made by Insurance CompanyInsurer. Transfer of Portfolio shares shall be by book entry only. No share certificates shall be issued to Insurance CompanyInsurer. Shares ordered from Fund shall be recorded in an appropriate title for Insurance CompanyInsurer, on behalf of each Separate Account or the General Account. 3.5 Fund shall provide same-day notice (followed by written confirmation) to Insurance Company promptly notify Insurer of the amount of dividend and capital gain, if any, per share of each Portfolio to which each Separate Account Insurer is entitled. Insurance Company Insurer 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 sharevalue, until Insurance Company Insurer otherwise notifies Fund in writing. Insurer reserves the right to revoke this election and to receive all such income 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, 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. 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 insurance company affiliates and to qualified pension and retirement plans. No shares of any Portfolio will otherwise be sold to the general public. 3.3 Except as noted in this Article III, Fund and Insurance Company agree that orders and related payments to purchase and redeem Portfolio shares shall be processed in the manner set out in Schedule 2 hereto. 3.4 Fund shall confirm each purchase or redemption order made by Insurance Company. Transfer of Portfolio shares shall be by book entry only. No share certificates shall be issued to Insurance Company. Shares ordered from Fund shall be recorded in an appropriate title for Insurance Company, on behalf of each Separate Account or the General Account. 3.5 Fund shall provide same-day notice (followed by written confirmation) to 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. 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 SHARES. 3.1 3.1. Fund agrees to make the shares of each Portfolio available for purchase by Insurance Company Insurer and each Separate Account at net asset valuevalue and without sales charge, subject to the terms and conditions of this Agreement and the Portfolio ProspectusAgreement. 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 Portfolio if such action is required by law or by regulatory authorities having jurisdiction or ifis, in the sole discretion of the Board 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. 3.2 3.2. Fund agrees that it shall sell shares of the Portfolios Portfolios. only to Participating Companies persons eligible to invest in the Portfolios in accordance with Section 817(h) of the Code and their separate accountsthe regulations thereunder, 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 publicextent such Section and regulations are applicable. 3.3 3.3. Except as noted in this Article III, Fund and Insurance Company Insurer agree that orders and related payments to purchase and redeem Portfolio shares shall be processed in the manner set out in Schedule 2 hereto, as the Parties may amend in writing from time to time by mutual agreement. 3.4 3.4. Fund shall confirm in writing each purchase or redemption order made by Insurance CompanyInsurer. Transfer of Portfolio shares shall be by book entry only. No share certificates shall be issued to Insurance CompanyInsurer. Shares ordered from Fund shall be recorded in an appropriate title for Insurance CompanyInsurer, on behalf of each Separate Account or the General Account. 3.5 3.5. Fund shall provide same-promptly notify Insurer (on the same day notice (by wire or telephone, followed by written confirmation) to Insurance Company of the amount of dividend and capital gain, if any, per share of each Portfolio to which each Separate Account Insurer is entitled. Insurance Company Insurer 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 sharevalue, until Insurance Company Insurer otherwise notifies Fund in writing. Insurer reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash.