Common use of PORTFOLIO SHARES Clause in Contracts

PORTFOLIO SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in the Portfolio Shares. 3.2 Fund agrees to make the shares of each Portfolio available for purchase at such Portfolio's then applicable net asset value per share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, the Fund may, in its sole discretion, (i) refuse to sell the shares of any Portfolio to any person, or (ii) suspend or terminate the offering of the shares of any Portfolio if such action is (a) required by law or by regulatory authorities having jurisdiction over it or (b) determined by the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, to be necessary and in the best interests of the shareholders of such Portfolio. 3.3 Fund agrees that Portfolio Shares will be sold only to Participating Companies and their separate accounts and to the general accounts of those Participating Companies and their affiliates and to Plans. No shares of any Portfolio will be sold to the general public. Participating Companies will not resell Portfolio Shares except to the Fund or its agents. 3.4 Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information for each Portfolio available on a per-share and Portfolio basis to Insurance Company by 7:00p.m. Eastern Time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported promptly upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per share for the Portfolio in question. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the Separate Account unit values for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00p.m. Eastern time) to determine the net dollar amount of Portfolio Shares which will be purchased or redeemed at that day's closing net asset value per share for such Portfolio. Trades will normally settle through the facilities of Fund/SERV. If a transaction initiated through Fund/SERV fails to be processed through Fund/SERV then the net purchase or redemption orders will be transmitted to the Fund by Insurance Company by 8:30a.m. Eastern Time on the Business Day next following Insurance Company's receipt of that information. 3.6 Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Portfolio Shares. Trades will normally settle through the facilities of Fund/SERV. If a transaction initiated through Fund/SERV fails to be processed through Fund/SERV then the Fund will execute orders for any Portfolio at the applicable net asset value per share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Fund receives written notice of such orders by 8:30 a.m. Eastern Time on the next following Business Day and, if such orders request the purchase of Portfolio Shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request for any Portfolio that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value computed for such Portfolio on the Business Day as of which such conditions have been satisfied. 3.7 Insurance Company will make its best efforts to notify Fund in writing in advance of any unusually large purchase or redemption orders. 3.8 Trades will normally settle through the facilities of Fund/SERV. If a transaction initiated through Fund/SERV fails to be processed through Fund/SERV and Insurance Company's order requests the purchase of Portfolio Shares, Insurance Company will pay for such purchases by wiring Federal Funds to Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall transmit any such Fund payment in Federal Funds by the close of the Federal Reserve wire system on the Business Day the Fund receives the notice of the order pursuant to Section 3.6. Fund will execute such orders at the applicable net asset value per share determined as of the close of trading on the effective trade date if Fund receives payment in Federal Funds by notice of the order pursuant to Section 3.6. If payment in Federal Funds for any purchase is not received on such Business Day, Insurance Company shall promptly upon the Fund's request, reimburse the Fund for any charges, costs, fees, interest or other expenses incurred by the Fund in connection with any advances to, or borrowings or overdrafts by, the Fund, or any similar expenses incurred by the Fund, as a result of Portfolio transactions effected by the Fund based upon such purchase request. 3.9 Fund has the obligation to ensure that Portfolio Shares are registered under the 1933 Act at all times. 3.10 Trades will normally settle through the facilities of Fund/SERV. If a transaction initiated through Fund/SERV fails to be processed through Fund/SERV then 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 or Participating Companies. Insurance Company will record shares ordered from Fund in an appropriate title for the corresponding account. 3.11 Trades will normally settle through the facilities of Fund/SERV. If a transaction initiated through Fund/SERV fails to be processed through Fund/SERV and the conditions of Section 3.8 have been satisfied, the Fund shall credit Insurance Company with the appropriate number of shares utilizing the net asset value per share determined in accordance with Section 3.6. 3.12 On each ex-dividend date of the Fund or, if not a Business Day, on the first Business Day thereafter, Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per share of each Portfolio. All dividends and capital gains of any Portfolio will normally settle through the facilities of Fund/SERV system. If any dividend or capital gains transaction initiated through Fund/SERV fails to be processed through Fund/SERV then (i) the Fund shall automatically reinvest such amounts in additional shares of the relevant Portfolio at the applicable net asset value per share of such Portfolio on the payable date and (ii) Fund shall, 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.

PORTFOLIO SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in the Portfolio Shares. 3.2 Fund agrees to make the shares of each Portfolio available for purchase at such Portfolio's ’s then applicable net asset value per share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, the Fund may, in its sole discretion, (i) refuse to sell the shares of any Portfolio to any person, or (ii) suspend or terminate the offering of the shares of any Portfolio if such action is (a) required by law or by regulatory authorities having jurisdiction over it or (b) determined by the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, to be necessary and in the best interests of the shareholders of such Portfolio. 3.3 Fund agrees that Portfolio Shares will be sold only to Participating Companies and their separate accounts and to the general accounts of those Participating Companies and their affiliates and to Plans. No shares of any Portfolio will be sold to the general public. Participating Companies will not resell Portfolio Shares except to the Fund or its agents. 3.4 Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information for each Portfolio available on a per-share and Portfolio basis to Insurance Company by 7:00p.m. 7:00 p.m. Eastern Time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported promptly upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's ’s net asset value per share for the Portfolio in question. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the Separate Account unit values for the day. Using this unit value, Insurance Company will process the day's ’s Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00p.m. 4:00 p.m. Eastern time) to determine the net dollar amount of Portfolio Shares which will be purchased or redeemed at that day's ’s closing net asset value per share for such Portfolio. Trades will normally settle through the facilities of Fund/SERV. If a transaction initiated through Fund/SERV fails to be processed through Fund/SERV then the net purchase or redemption orders will be transmitted to the Fund by Insurance Company by 8:30a.m. 8:30 a.m. Eastern Time on the Business Day next following Insurance Company's ’s receipt of that information. 3.6 Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Portfolio Shares. Trades will normally settle through the facilities of Fund/SERV. If a transaction initiated through Fund/SERV fails to be processed through Fund/SERV then the Fund will execute orders for any Portfolio at the applicable net asset value per share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("“effective trade date"”), provided that the Fund receives written notice of such orders by 8:30 a.m. Eastern Time on the next following Business Day and, if such orders request the purchase of Portfolio Shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request for any Portfolio that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value computed for such Portfolio on the Business Day as of which such conditions have been satisfied. 3.7 Insurance Company will make its best efforts to notify Fund in writing in advance of any unusually large purchase or redemption orders. 3.8 Trades will normally settle through the facilities of Fund/SERV. If a transaction initiated through Fund/SERV fails to be processed through Fund/SERV and Insurance Company's ’s order requests the purchase of Portfolio Shares, Insurance Company will pay for such purchases by wiring Federal Funds to Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall transmit any such Fund payment in Federal Funds by the close of the Federal Reserve wire system on the Business Day the Fund receives the notice of the order pursuant to Section 3.6. Fund will execute such orders at the applicable net asset value per share determined as of the close of trading on the effective trade date if Fund receives payment in Federal Funds by the close of the Federal Reserve wire system on the Business Day the Fund receives the notice of the order pursuant to Section 3.6. If payment in Federal Funds for any purchase is not received on such Business Day, Insurance Company shall promptly upon the Fund's ’s request, reimburse the Fund for any charges, costs, fees, interest or other expenses incurred by the Fund in connection with any advances to, or borrowings or overdrafts by, the Fund, or any similar expenses incurred by the Fund, as a result of Portfolio portfolio transactions effected by the Fund based upon such purchase request. 3.9 Fund has the obligation to ensure that Portfolio Shares are registered under the 1933 Act at all times. 3.10 Trades will normally settle through the facilities of Fund/SERV. If a transaction initiated through Fund/SERV fails to be processed through Fund/SERV then 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 or Participating Companies. Insurance Company will record shares ordered from Fund in an appropriate title for the corresponding account. 3.11 Trades will normally settle through the facilities of Fund/SERV. If a transaction initiated through Fund/SERV fails to be processed through Fund/SERV and the conditions of Section 3.8 have been satisfied, the Fund shall credit Insurance Company with the appropriate number of shares utilizing the net asset value per share determined in accordance with Section 3.6. 3.12 On each ex-dividend date of the Fund or, if not a Business Day, on the first Business Day thereafter, Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per share of each Portfolio. All dividends and capital gains of any Portfolio will normally settle through the facilities of Fund/SERV system. If any dividend or capital gains transaction initiated through Fund/SERV fails to be processed through Fund/SERV then (i) the Fund shall automatically reinvest such amounts in additional shares of the relevant Portfolio at the applicable net asset value per share of such Portfolio on the payable date and (ii) Fund shall, 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.of

PORTFOLIO SHARES. 3.1 The Contracts funded through the Separate Account will provide for the investment of certain amounts in the Portfolio Shares. 3.2 Fund agrees to make the shares of each Portfolio available for purchase at such Portfolio's ’s then applicable net asset value per share by Insurance Company and the Separate Account on each Business Day pursuant to rules of the Commission. Notwithstanding the foregoing, the Fund may, in its sole discretion, (i) refuse to sell the shares of any Portfolio to any person, or (ii) suspend or terminate the offering of the shares of any Portfolio if such action is (a) required by law or by regulatory authorities having jurisdiction over it or (b) determined by the Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, to be necessary and in the best interests of the shareholders of such Portfolio. 3.3 Fund agrees that Portfolio Shares will be sold only to Participating Companies and their separate accounts and to the general accounts of those Participating Companies and their affiliates and to Plans. No shares of any Portfolio will be sold to the general public. Participating Companies will not resell Portfolio Shares except to the Fund or its agents. 3.4 Fund shall use its best efforts to provide closing net asset value, dividend and capital gain information for each Portfolio available on a per-share and Portfolio basis to Insurance Company by 7:00p.m. 7:00 p.m. Eastern Time on each Business Day. Any material errors in the calculation of net asset value, dividend and capital gain information shall be reported promptly upon discovery to Insurance Company. Non-material errors will be corrected in the next Business Day's net asset value per share for the Portfolio in question. 3.5 At the end of each Business Day, Insurance Company will use the information described in Sections 3.2 and 3.4 to calculate the Separate Account unit values for the day. Using this unit value, Insurance Company will process the day's Separate Account transactions received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00p.m. 4:00 p.m. Eastern time) to determine the net dollar amount of Portfolio Shares which will be purchased or redeemed at that day's closing net asset value per share for such Portfolio. Trades will normally settle through the facilities of Fund/SERV. If a transaction initiated through Fund/SERV fails to be processed through Fund/SERV then the net purchase or redemption orders will be transmitted to the Fund by Insurance Company by 8:30a.m. 8:30 a.m. Eastern Time on the Business Day next following Insurance Company's receipt of that information. 3.6 Fund appoints Insurance Company as its agent for the limited purpose of accepting orders for the purchase and redemption of Portfolio Shares. Trades will normally settle through the facilities of Fund/SERV. If a transaction initiated through Fund/SERV fails to be processed through Fund/SERV then the Fund will execute orders for any Portfolio at the applicable net asset value per share determined as of the close of trading on the day of receipt of such orders by Insurance Company acting as agent ("effective trade date"), provided that the Fund receives written notice of such orders by 8:30 a.m. Eastern Time on the next following Business Day and, if such orders request the purchase of Portfolio Shares, the conditions specified in Section 3.8, as applicable, are satisfied. A redemption or purchase request for any Portfolio that does not satisfy the conditions specified above and in Section 3.8, as applicable, will be effected at the net asset value computed for such Portfolio on the Business Day as of which such conditions have been satisfied. 3.7 Insurance Company will make its best efforts to notify Fund in writing in advance of any unusually large purchase or redemption orders. 3.8 Trades will normally settle through the facilities of Fund/SERV. If a transaction initiated through Fund/SERV fails to be processed through Fund/SERV and Insurance Company's order requests the purchase of Portfolio Shares, Insurance Company will pay for such purchases by wiring Federal Funds to Fund or its designated custodial account on the day the order is transmitted. Insurance Company shall transmit any such Fund payment in Federal Funds by the close of the Federal Reserve wire system on the Business Day the Fund receives the notice of the order pursuant to Section 3.6. Fund will execute such orders at the applicable net asset value per share determined as of the close of trading on the effective trade date if Fund receives payment in Federal Funds by the close of the Federal Reserve wire system on the Business Day the Fund receives the notice of the order pursuant to Section 3.6. If payment in Federal Funds for any purchase is not received on such Business Day, Insurance Company shall promptly upon the Fund's request, reimburse the Fund for any charges, costs, fees, interest or other expenses incurred by the Fund in connection with any advances to, or borrowings or overdrafts by, the Fund, or any similar expenses incurred by the Fund, as a result of Portfolio transactions effected by the Fund based upon such purchase request. 3.9 Fund has the obligation to ensure that Portfolio Shares are registered under the 1933 Act at all times. 3.10 Trades will normally settle through the facilities of Fund/SERV. If a transaction initiated through Fund/SERV fails to be processed through Fund/SERV then 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 or Participating Companies. Insurance Company will record shares ordered from Fund in an appropriate title for the corresponding account. 3.11 Trades will normally settle through the facilities of Fund/SERV. If a transaction initiated through Fund/SERV fails to be processed through Fund/SERV and the conditions of Section 3.8 have been satisfied, the Fund shall credit Insurance Company with the appropriate number of shares utilizing the net asset value per share determined in accordance with Section 3.6. 3.12 On each ex-dividend date of the Fund or, if not a Business Day, on the first Business Day thereafter, Fund shall communicate to Insurance Company the amount of dividend and capital gain, if any, per share of each Portfolio. All dividends and capital gains of any Portfolio will normally settle through the facilities of Fund/SERV system. If any dividend or capital gains transaction initiated through Fund/SERV fails to be processed through Fund/SERV then (i) the Fund shall automatically reinvest such amounts in additional shares of the relevant Portfolio at the applicable net asset value per share of such Portfolio on the payable date and (ii) Fund shall, 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.