Common use of SALE AND REDEMPTION OF SHARES OF THE TRUST Clause in Contracts

SALE AND REDEMPTION OF SHARES OF THE TRUST. 3.1 The Trust, during the term of this Agreement, shall sell shares of each available Fund that the Company orders on behalf of each Account, based on transactions under Contracts or Policies, at net asset value as set forth in the Trust's Prospectus and Statement of Additional Information, as amended and in effect from time to time (collectively, the "Prospectus"), and upon the terms and conditions set forth below. 3.2 Any orders to purchase shares of an available Fund based on transactions under Contracts or Policies will be effected at the Fund's net asset value per share as of the close of business on the Business Day the order is received by the Company or its designee, as agent for the Trust, provided that such order is received prior to the time the Fund calculates its net asset value on that Business Day. If such order is received after that time, the order will be effected at the Fund's net asset value as of the close of business on the next Business Day. Business Day shall mean any day on which the Trust calculates the net asset value of its Funds pursuant to rules of the SEC and as described in the Trust's Prospectus. Any orders to purchase shares of an available Fund not based on transactions under Contracts or Policies will be effected at the Fund's net asset value per share next computed after the order is received by the Trust. 3.3 The Trust will redeem for cash from the Company those full or fractional shares of each Fund that the Company requests from time to time. The Trust will effect any orders to redeem shares of an available Fund based on transactions under Contracts or Policies at the Fund's net asset value per share computed as of the close of business on the Business Day the order is received by the Company or its designee, as agent for the Trust, provided that such order is received prior to the time the Fund calculates its net asset value on that Business Day. If such order is received after that time, the order will be effected at the Fund's net asset value as of the close of business on the next Business Day. Any orders to redeem shares of an available Fund not based on transactions under Contracts or Policies will be effected at the Fund's net asset value per share next computed after the order is received by the Trust. 3.4 The Trust reserves the right to pay any portion of a redemption in kind of portfolio securities, if the Trust's board of trustees (the "Board of Trustees") determines that it would be detrimental to the best interests of the Shareholders to make a redemption wholly in cash. 3.5 No orders for the sale, redemption or repurchase of the Trust's shares (nor payment for shares, in the case of a purchase) shall be transmitted to the Underwriter. Sales, redemptions and repurchases shall be effected directly by the Company or its designee as transfer agent of the Trust. Payment for shares shall be transmitted by the Company or its designee directly to the Trust's custodian. Redemption and repurchase proceeds shall be allocated by the Company directly to the Trust's custodian. 3.6 The Trust shall have the right to suspend redemption of shares of any Fund pursuant to the conditions set forth in the Prospectus. The Trust shall also have the right to suspend the sale of shares of any or all of its Funds at any time when it is authorized to suspend redemption of such shares, or at any other time when there shall have occurred an extraordinary event or circumstance which, in the reasonable judgment of the Trust, makes it impractical or inadvisable to continue to sell any such shares. 3.7 The Trust shall give the Underwriter prompt notice of any such suspension and shall promptly furnish such other information in connection with the sale and redemption of Trust shares as the Underwriter reasonably requests. 3.8 The Board of Trustees may refuse to sell shares of any Fund to the Company, or suspend or terminate the offering of shares of any Fund, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees, acting in good faith and in light of their fiduciary duties under Federal and any applicable state laws, necessary in the best interests of the Shareholders of the Trust. 3.9 The Trust agrees that its shares shall be sold only to the Company. No shares of any Fund may be sold to the general public or to any life insurance company other than the Company. 3.10 Issuance and transfer of the Trust's shares shall be by book entry only. Stock certificates shall not be issued to the Company. Shares ordered from the Trust shall be recorded in an appropriate title for the Company. 3.11 The Trust shall furnish notice promptly to the Company of any income, dividends or capital gain distributions payable on the shares of any Fund. The Company hereby elects to receive all such income, dividends and capital gain distributions as are payable on Fund shares in additional shares of that Fund. The Company reserves the right to revoke this election and to receive all such income, dividends and capital gain distributions in cash. The Trust shall notify the Company of the number of shares so issued as payment of such income, dividends and distributions. 3.12 The Trust shall make the net asset value per share for each Fund available to the Company or its designee each day Monday through Friday, except days on which the New York Stock Exchange is closed, as soon as reasonably practical after the net asset value per share is calculated. 3.13 The Trust may establish additional Funds to provide additional funding media for the Contracts or Policies, or delete, combine, or modify existing Funds. The shares of any additional Fund may be made available to an Account by the Trust, pursuant to the terms of this Agreement, and any applicable reference to any Fund, the Trust or its shares herein shall include a reference to any such additional Fund.